DEF 14A

Principal Occupation and Business Experience

Director
Since

John R. Beaver

Mr. Beaver, currently our President and Chief Executive Officer, was most recently the Company’s Executive Vice President, Chief Operating Officer and Chief Financial Officer. He joined the Company in 2017 as Senior Vice President and Chief Financial Officer. He assumed roles of varying responsibilities over the past few years, including Interim Chief Executive Officer of the Company. Mr. Beaver has a Bachelor of Business Administration degree in Accounting from the University of Texas at Austin and is a Certified Public Accountant. Mr. Beaver brings to our Board extensive management, financial, and operational experience.

March 2021

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule14a-101)

INFORMATION REQUIRED INPROXYSTATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934


Filed by the Registrant ☒	Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

BIOLASE, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):


☒	No fee required.

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules14a-6(i)(1) and 0-11

BIOLASE, INC.

2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 2, 2024

Dear Stockholders:

You are cordially invited to attend the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) of BIOLASE, Inc., a Delaware corporation (the “Company”), to be held on May 2, 2024, at 11:00 a.m. local time, at the Company’s corporate headquarters, located at 27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 92610.

This year, we are taking advantage of the Securities and Exchange Commission rule that allows companies to provide their stockholders with access to proxy materials over the Internet. On or about March 22, 2024, we will commence mailing a Notice of Internet Availability of Proxy Materials to our stockholders informing them that our Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and voting instructions are available online. As more fully described in that Notice, all stockholders may choose to access our proxy materials on the Internet or may request to receive paper copies of the proxy materials. This allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials, while providing our stockholders with access to the proxy materials in a fast and efficient manner.

At the 2024 Annual Meeting, you will be asked: (i) to vote for the election of the five (5) director nominees named in this proxy statement to the Company’s board of directors (our “Board”), (ii) to approve, on an advisory basis, the compensation of the Company’s named executive officers, (iii) to approve the exercise of certain warrants to purchase shares of the Company’s common stock, (iv) to approve an amendment to the BIOLASE, Inc. 2018 Long-Term Incentive Plan to increase the number of shares of the Company’s common stock available for issuance under such Plan by 7,500,000 shares, (v) to approve an amendment to the Company’s Restated Certificate of Incorporation, in substantially the form attached to the proxy statement as Exhibit B, to, at the discretion of the Board of Directors of the Company, effect a reverse stock split with respect to the Company’s issued and outstanding common stock, including stock held by the Company as treasury shares, at a ratio of 1-for-2 to 1-for-50 (the “Range”), with the ratio within such Range to be determined at the discretion of the Board and included in a public announcement, and (vi) to approve the other matters described in detail in the accompanying proxy materials.

YOUR VOTE IS IMPORTANT

Your vote is important, and all stockholders are cordially invited to attend the 2024 Annual Meeting in person. Whether or not you plan to attend the 2024 Annual Meeting, we encourage you to vote your shares as soon as possible. You may vote your shares electronically, by phone or by mail. Instructions on each of these voting methods are outlined in detail in the accompanying proxy materials.

Our Board recommends that you vote “FOR” Proposal No. 1, the election of the following five (5) director nominees named in this proxy statement, John R. Beaver, Dr. Jonathan T. Lord, M.D., Dr. Kathleen T. O’Loughlin, Dr. Martha Somerman, and Dr. Kenneth P. Yale, “FOR” Proposal No. 2, “ONE YEAR” for Proposal No. 3 and “FOR” Proposal Nos. 4, 5, 6, 7, 8, 9 and 10.

Our Board is deeply committed to the Company, its stockholders and enhancing stockholder value and we thank you for your ongoing support and continued interest in BIOLASE.

Sincerely,




Jonathan T. Lord, M.D.		John R. Beaver
Chairperson of the Board		President and Chief Executive Officer

Foothill Ranch, California

March 22, 2024

BIOLASE, INC.

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, MAY 2, 2024, AT 11:00 A.M. LOCAL TIME

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the 2024 annual meeting of stockholders (the “2024 Annual Meeting”) of BIOLASE, Inc., a Delaware corporation (the “Company”), will be held on May 2, 2024, at 11:00 a.m. local time, at the Company’s corporate headquarters, located at 27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 92610, to consider the following matters, as more fully described in the proxy statement accompanying this notice:

the election of the five (5) director nominees named in the proxy statement accompanying this notice to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal (Proposal No. 1);

approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal No. 2);

advisory vote to approve the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers (Proposal No. 3);

approval of the exercise of warrants issued on December 8, 2023 to purchase up to 2,221,880 shares of common stock under applicable rules and regulations of the Nasdaq Stock Market (Proposal No. 4);

approval of the exercise of warrants issued on February 15, 2024 to purchase up to 2,221,880 shares of common stock under applicable rules and regulations of the Nasdaq Stock Market (Proposal No. 5);

approval of the exercise of Class B warrants issued on February 15, 2024 to purchase up to 16,000,000 shares of common stock under applicable rules and regulations of the Nasdaq Stock Market (Proposal No. 6);

the approval of an amendment to the BIOLASE, Inc. 2018 Long-Term Incentive Plan (the “2018 LTIP”) to increase the number of shares of the Company’s common stock available for issuance under the 2018 LTIP by an additional 7,500,000 shares (Proposal No. 7);

the ratification of the appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal No. 8); and

the approval of an amendment to the Company’s Restated Certificate of Incorporation, in substantially the form attached to the proxy statement as Exhibit B, to, at the discretion of the Board of the Company (the “Board”), effect a reverse stock split with respect to the Company’s issued and outstanding common stock, including stock held by the Company as treasury shares, at a ratio of 1-for-2 to 1-for-50 (the “Range”), with the ratio within such Range (the “Reverse Stock Split Ratio”) to be determined at the discretion of the Board and included in a public announcement (“Proposal No. 9); and

10.

the approval of a proposal to adjourn the 2024 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal Nos. 4, 5, 6 and 9 (Proposal No. 10); and

11.

the transaction of such other business as may properly come before the meeting, or any adjournment or postponement thereof.

Stockholders of record at the close of business on March 14, 2024 are entitled to notice of and to vote at our 2024 Annual Meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the 2024 Annual Meeting in person.

Whether or not you plan to attend the 2024 Annual Meeting in person and regardless of the number of shares you may own, WE URGE YOU TO VOTE, YOUR VOTE IS IMPORTANT. We encourage you to vote your shares as soon as possible. You may vote your shares electronically, by phone or by mail. Instructions on each of these voting methods are outlined in detail in the accompanying proxy materials.

On or about March 22, 2024, we will commence mailing a Notice of Internet Availability of Proxy Materials to our stockholders informing them that our Proxy Statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which is not a part of our proxy solicitation materials, and voting instructions are available online. You can find detailed information regarding voting in the section entitled “General Information” on pages 1 through 8 of the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 2, 2024.

The notice of the 2024 Annual Meeting, proxy statement and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available on the Internet at www.investorvote.com/BIOL and at www.biolase.com under “About Us” by clicking on the “Investor Relations” tab and selecting “SEC Filings.”


BY ORDER OF THE BOARD OF DIRECTORS

Sincerely,


Michael Carroll
Corporate Secretary

Foothill Ranch, California March 22, 2024

Table of Contents


		Page

GENERAL INFORMATION		1
PROPOSAL NO. 1—ELECTION OF DIRECTORS		9
CORPORATE GOVERNANCE		13
2023 DIRECTOR COMPENSATION		17
COMPENSATION DISCUSSION AND ANALYSIS		19
EXECUTIVE COMPENSATION		23
PAY VS PERFORMANCE		25
PROPOSAL NO. 2—ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS		28
PROPOSAL NO. 3—ADVISORY VOTE TO APPROVE THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS		29
PROPOSAL NO. 4—APPROVAL OF THE EXERCISE OF WARRANTS ISSUED ON DECEMEBR 8, 2023 TO PURCHASE UP TO 2,221,880 SHARES OF COMMON STOCK UNDER APPLICABLE RULES AND REGULATIONS OF THE NASDAQ STOCK MARKET		30
PROPOSAL NO. 5—APPROVAL OF THE EXERCISE OF WARRANTS ISSUED ON FEBRUARY 15, 2024 TO PURCHASE UP TO 2,221,880 SHARES OF COMMON STOCK UNDER APPLICABLE RULES AND REGULATIONS OF THE NASDAQ STOCK MARKET		36
PROPOSAL NO. 6—APPROVAL OF THE EXERCISE OF CLASS B WARRANTS ISSUED ON FEBRUARY 15, 2024 TO PURCHASE UP TO 16,000,000 SHARES OF COMMON STOCK UNDER APPLICABLE RULES AND REGULATIONS OF THE NASDAQ STOCK MARKET		42
PROPOSAL NO. 7—THE APPROVAL OF AN AMENDMENT TO THE BIOLASE, INC. 2018 LONG-TERM INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF THE COMPANY’S COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN BY AN ADDITIONAL 7,500,000 SHARES		48
AUDIT COMMITTEE REPORT		56
PROPOSAL NO. 8—RATIFICATION OF THE APPOINTMENT OF MACIAS GINI & O’CONNELL LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024		57
PROPOSAL NO. 9—APPROVAL OF AN AMENDMENT TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION, IN SUBSTANTIALLY THE FORM ATTACHED TO THE PROXY STATEMENT AS EXHIBIT B, TO, AT THE DISCRETION OF THE BOARD, EFFECT A REVERSE STOCK SPLIT WITH RESPECT TO THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK, INCLUDING STOCK HELD BY THE COMPANY AS TREASURY SHARES, AT A RATIO OF 1-FOR-2 TO 1-FOR-50, WITH THE RATIO WITHIN SUCH RANGE TO BE DETERMINED AT THE DISCRETION OF THE BOARD AND INCLUDED IN A PUBLIC ANNOUNCEMENT		60
PROPOSAL No. 10—approval to adjourn the 2024 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal Nos. 4, 5, 6 and 9		70
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		71
ADDITIONAL INFORMATION		72
Exhibits
Exhibit A: Amendment Number Six to the BIOLASE, Inc. 2018 Long-Term Incentive Plan		A-1
Exhibit B: Eighth Amendment to the Company’s Restated Certificate of Incorporation		B-1

BIOLASE, INC.

27042 Towne Centre Drive, Suite 270

Foothill Ranch, California 92610

2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 2, 2024

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement is being furnished to stockholders of BIOLASE, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”), in connection with the solicitation of proxies by our Board of Directors (our “Board”) for use at our 2024 annual meeting of stockholders to be held on Thursday, May 2, 2024, and at any adjournment or postponement thereof (our “2024 Annual Meeting”). Our 2024 Annual Meeting will be held at 11:00 a.m. local time at our corporate headquarters located at 27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 92610. For directions to the 2024 Annual Meeting, please call (833)-246-5273.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 2, 2024.

On or about March 22, 2024, we will commence mailing a notice, called the Notice of Internet Availability of Proxy Materials, to our stockholders advising them that the proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) and voting instructions can be accessed over the Internet at www.investorvote.com/BIOL. You may then access these materials over the Internet or you may request that a printed copy of the proxy materials be sent to you. If you want to receive a paper or e-mail copy of these proxy materials, you must request one over the Internet at www.investorvote.com/BIOL, by calling toll free 1-866-4276-VOTE (8683), or by sending an e-mail to investorvote@computershare.com with “Proxy Materials BIOLASE, Inc.” in the subject line of the e-mail. Include your full name and address, plus the number located in the shaded bar in the Notice, and state that you want a paper copy of the proxy materials. There is no charge to you for requesting a copy of these proxy materials. Please make your request for a copy on or before April 17, 2024 to facilitate timely delivery. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via e-mail unless you change your election.

The Notice of Internet Availability of Proxy Materials, and printed proxy materials if stockholders so choose, are being sent to stockholders who owned our common stock at the close of business on March 14, 2024, the record date for the 2024 Annual Meeting (the “Record Date”). This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

Q: Why am I receiving these materials?

A. We sent you the Notice of Internet Availability of Proxy Materials and provided a copy of this proxy statement because our Board is soliciting your proxy to vote at our 2024 Annual Meeting. This proxy statement summarizes the information you need to vote at our 2024 Annual Meeting. You do not need to attend our 2024 Annual Meeting to vote your shares.

Q: What proposals will be voted on at our 2024 Annual Meeting?

A. Stockholders will vote on ten proposals at our 2024 Annual Meeting:

Proposal No. 1: the election of five (5) director nominees named in this proxy statement to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal (the “Director Election Proposal”);

Proposal No. 2: the approval, on an advisory basis, of the compensation of our named executive officers (the “Say-on-Pay Proposal”);

Proposal No. 3: advisory vote to approve the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers (the “Frequency Vote Proposal”);

Proposal No. 4: approval of the exercise of warrants issued on December 8, 2023 to purchase up to 2,221,880 shares of common stock under applicable rules and regulations of the Nasdaq Stock market (the “December 2023 Warrant Exercise Proposal”);

Proposal No. 5: approval of the exercise of warrants issued on February 15, 2024 to purchase up to 2,221,880 shares of common stock under applicable rules and regulations of the Nasdaq Stock market (the “February 2024 Warrant Exercise Proposal”);

Proposal No. 6: approval of the exercise of the Class B warrants issued on February 15, 2024 to purchase up to 16,000,000 shares of common stock under applicable rules and regulations of the Nasdaq Stock market (the “Class B Warrant Exercise Proposal”, and collectively with the December 2023 Warrant Exercise Proposal and the February 2024 Warrant Exercise Proposal sometimes referred to as the “Warrant Exercise Proposals”);

Proposal No. 7: the approval of an amendment to the BIOLASE, Inc. 2018 Long-Term Incentive Plan (the “2018 LTIP”) to increase the number of shares of our common stock available for issuance under the 2018 LTIP by an additional 7,500,000 shares (the “2018 LTIP Amendment Proposal”);

Proposal No. 8: the ratification of the appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (the “Auditor Ratification Proposal”);

Proposal No. 9: the approval of an amendment to the Company’s Restated Certificate of Incorporation, in substantially the form attached to the proxy statement as Exhibit B, to, at the discretion of the Board of the Company, effect a reverse stock split with respect to the Company’s issued and outstanding common stock, including stock held by the Company as treasury shares, at a ratio of 1-for-2 to 1-for-50 (the “Range”), with the ratio within such Range (the “Reverse Stock Split Ratio”) to be determined at the discretion of the Board and included in a public announcement; (the “Reverse Stock Split Proposal”); and

10.

Proposal No. 10: the approval of a proposal to adjourn the 2024 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposals Nos. 4, 5, 6 and 9 (the “Adjournment Proposal”).

We will also consider other business, if any, that properly comes before our 2024 Annual Meeting.

Q: Why did I receive a notice in the mail regarding the Internet availability of the proxy materials instead of a paper copy of the proxy materials?

A: The Notice of Internet Availability of Proxy Materials (the “Notice”) that we mail to our stockholders (other than those who previously requested printed copies or electronic delivery) directs you to a website (www.investorvote.com/BIOL) where you can access our proxy materials and view instructions on how to vote. By furnishing this Proxy Statement and our 2023 Annual Report to our stockholders by providing access to these documents on the Internet rather than mailing printed copies, we save natural resources and reduce printing and distribution costs, while providing a convenient way to access the materials and vote. If you would prefer to receive a paper copy of these materials, please follow the instructions included in the Notice.

Q: How do I get electronic access to the proxy materials?

A: The Notice provides instructions on how to view the proxy materials for our 2024 Annual Meeting on the Internet. In addition, this Proxy Statement is available at www.investorvote.com/BIOL, and the 2023 Annual Report is available at www.investorvote.com/BIOL.

You can elect to receive all future stockholder communications (i.e., notices of Internet availability of proxy materials and other correspondence) electronically by e-mail instead of in print, by choosing this delivery method in the “Investors” section of our website at www.investorvote.com/BIOL. If you choose to receive future stockholder communications electronically, and we encourage you to do so, you will receive an e-mail next year with instructions containing links to those materials and to the proxy voting site. Your election to receive stockholder communications by e-mail will remain in effect until you terminate it or for as long as the e-mail address you provided is valid.

Q: How does our Board recommend that stockholders vote on the proposals?

A: Our Board recommends that stockholders vote “FOR” the election of each director nominee (Proposal No. 1), “FOR” the Say-on-Pay Proposal (Proposal No. 2), “ONE YEAR” as the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers (Proposal No. 3), “FOR” each of the Warrant Exercise Proposals (Proposal Nos. 4, 5 and 6), “FOR” the 2018 LTIP Amendment Proposal (Proposal No. 7), “FOR” the ratification of the appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal No. 8), “FOR” the Reverse Stock Split Proposal (Proposal No. 9), “FOR” the Adjournment Proposal of the 2024 Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Warrant Exercise Proposals or the Reverse Stock Split Proposal (Proposal No. 10).

Q: Who is entitled to vote?

A: The record date for our 2024 Annual Meeting is the close of business on March 14, 2024 (the “Record Date”). As of the Record Date, 32,522,593 shares of our common stock, par value $0.001 per share, were outstanding. Only holders of record of our common stock as of the Record Date will be entitled to notice of and to vote at our 2024 Annual Meeting or any adjournment or postponement thereof. Each share of common stock is entitled to one vote.

Q: What do I need for admission to our 2024 Annual Meeting?

A: Admittance is limited to stockholders of the Company. If you are the stockholder of record, your name will be verified against the list of stockholders prior to your admittance to our 2024 Annual Meeting. You should be prepared to present photo identification for admission at our 2024 Annual Meeting. If you hold your shares in street name, you should provide proof of beneficial ownership on the Record Date, such as a brokerage account statement showing that you owned shares of our common stock as of the Record Date, a copy of the voting instruction card provided by your broker, bank or other nominee or other similar evidence of ownership as of the Record Date, as well as your photo identification, for your admission. If you do not provide photo identification or comply with the other procedures outlined above upon request, you will not be admitted to our 2024 Annual Meeting. Please note that if your shares are held of record by a bank, broker or other nominee, and you decide to attend our 2024 Annual Meeting, you may not vote in person at our 2024 Annual Meeting unless you present a legal proxy, issued in your name from the record holder (your bank, broker or other nominee).

Q: How can I vote my shares without attending our 2024 Annual Meeting?

A: Whether you hold shares directly as a stockholder of record or beneficially in street name, you may vote without attending the 2024 Annual Meeting. You may vote by granting a proxy or, for shares held beneficially in street name, by submitting voting instructions to your broker, bank or other agent. In most cases, you will be able to do this by using the Internet, by telephone or by mail if you received a printed set of the proxy materials.

•

By Internet—if you have Internet access, you can vote your shares by Internet on the voting website, www.investorvote.com/BIOL or scan the QR code included on the proxy card or voting instruction form. Internet voting is available 24 hours a day, seven days a week. Follow the instructions and have your Notice, proxy card or voting instruction form in hand, as you will need to reference your assigned control number(s) included on your proxy card, Notice or voting instruction form that you have received.

•

By Telephone—if you have telephone access, you can also vote your shares by calling the following toll-free telephone number: (1-800-652-VOTE (8683), which is also provided on the voting website, www.investorvote.com/BIOL, and on the proxy card or voting instruction form. Telephone voting is available 24 hours a day, seven days a week and is toll free within the United States, U.S. territories and Canada.

•

By Mail— if you received a printed copy of the proxy materials, you can vote by completing and returning the proxy card or voting instruction form in the envelope provided. If you received a Notice, you can request a printed copy of the proxy materials by following the instructions in the Notice. If you voted by Internet or telephone, you do not need to return your proxy card or voting instruction form.

Votes submitted via the Internet or by telephone must be received by 1:00 a.m., Central Time, on May 2, 2024. Submitting your proxy via the Internet or by telephone will not affect your right to vote in person should you later decide to attend the 2024 Annual Meeting. Even if you plan to attend the 2024 Annual Meeting, we encourage you to submit your proxy to vote your shares in advance of the 2024 Annual Meeting.

We provide Internet and telephone proxy voting with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet and telephone access, such as usage charges from Internet access providers and telephone companies.

Q: Can I change my vote or revoke my proxy?

A: You may revoke your proxy and change your vote at any time before the final vote at the 2024 Annual Meeting. If you are a stockholder of record, you may do this by signing and submitting a new proxy card with a later date that is received by May 2, 2024; by voting by using the Internet or by telephone, either of which must be completed by 1:00 a.m., Central Time, on May 2, 2024 (your latest Internet or telephone proxy will be counted); or by attending the meeting and voting in person. Attending the 2024 Annual Meeting alone will not revoke your proxy unless you specifically request your proxy to be revoked. If you hold shares through a broker, bank or other agent, you must contact that broker, bank or other agent directly to revoke any prior voting instructions.

Q: What constitutes a quorum?

A: The presence at our 2024 Annual Meeting, either in person or by proxy, of holders of one-third (1/3) in voting power of the shares of capital stock issued and outstanding and entitled to vote at a meeting of stockholders (which, if the holders of common stock are entitled to vote on any matter submitted to stockholders at the meeting, shall include the holders of at least one-third (1/3) of the issued and outstanding shares of common stock entitled to vote at the meeting) shall constitute a quorum for the transaction of

business at our 2024 Annual Meeting. Shares represented by properly completed proxy cards marked with voting instructions or returned without voting instructions are counted as present for the purpose of determining whether a quorum is present. Also, broker non-votes will be counted as present for the purpose of determining whether a quorum is present at the 2024 Annual Meeting, as further described below under “What is a broker non-vote?” and “How will my shares be voted if I return a blank proxy card or a blank voting instruction card?”

Q: What is a broker non-vote?

A: Brokers, banks or other nominees holding shares on behalf of a beneficial owner may vote those shares in their discretion on certain “routine” matters if they do not receive timely voting instructions from the beneficial owner. With respect to “non-routine” matters, the broker, bank or other nominee is not permitted to vote shares for a beneficial owner without timely received voting instructions and a “broker non-vote” occurs as to such matters. We believe that the proposal to ratify the appointment of Macias Gini & O’Connell LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal No. 8), the Reverse Stock Split Proposal (Proposal No. 9) and the Adjournment Proposal (Proposal No. 10) will be considered “routine” and, therefore, brokers will have discretionary authority to vote on this proposal and there will not be any broker non-votes on this proposal. The remaining proposals to be presented at the 2024 Annual Meeting are considered non-routine (Proposal Nos. 1, 2, 3, 4, 5, 6, and 7). We strongly encourage you to submit your voting instructions to your broker to ensure your shares are voted in accordance with your instructions at the 2024 Annual Meeting.

Q: What vote is required to approve each matter to be considered at our 2024 Annual Meeting?

A: Election of Directors (Proposal No. 1). Our Eighth Amended and Restated Bylaws (the “bylaws”) provide for a majority voting standard for the election of directors in uncontested elections. Each director will be elected by the affirmative vote of a majority of the votes cast with respect to such director. A “majority of the votes cast” means that the number of votes cast “FOR” a candidate for director exceeds the number of votes cast “AGAINST” that director. An abstention or a broker non-vote on Proposal No. 1 will not have any effect on the election of directors, as abstentions and broker non-votes are not considered votes cast.

Our bylaws contemplate that, in the case of an uncontested election, if an incumbent director nominated for re-election fails to receive the affirmative vote of a majority of the votes cast at an annual meeting, such director will tender a resignation to become effective upon the acceptance of such resignation by the Nominating and Corporate Governance Committee. Subject to certain exceptions, the Nominating and Corporate Governance Committee (or other committee of independent directors under certain circumstances) is required to accept or reject such resignation within ninety (90) days following the certification of the election results of the 2024 Annual Meeting. The Company will then publicly disclose the decision of the Nominating and Corporate Governance Committee by filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “SEC”).

Say-on-Pay Proposal (Proposal No. 2). Proposal No. 2 asks our stockholders to approve, on an advisory basis, the compensation of the Company’s named executive officers. The affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the 2024 Annual Meeting is required for approval of Proposal No. 2. An abstention on Proposal No. 2 will have the same effect as a vote “AGAINST” Proposal No. 2. A broker non-vote will not have any effect on Proposal No. 2 and will not be counted. Proposal No. 2 is an advisory vote only, and, therefore, it will not bind the Company or our Board. However, our Board and the Compensation Committee will consider the voting results, as appropriate, when making future decisions regarding executive compensation.

Frequency Vote Proposal (Proposal No. 3). Proposal No. 3 asks our stockholders to approve, on an advisory basis, the frequency of future stockholder advisory votes on compensation of the Company’s named executive officers. The affirmative vote of the majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the 2024 Annual Meeting is required to approve one year, two years, or three years as the stockholders’ recommended frequency on this Proposal No. 3. However, if none of the options receives the vote of a majority, the option receiving the greatest number of votes will be considered the frequency recommended by our stockholders. Proposal No. 3 is an advisory vote only, and, therefore, it will not bind the Company or our Board. Our Board may decide that it is in the best interest of our stockholders to hold the advisory vote on the compensation of our named executive officers more or less frequently than the option recommended by our stockholders. However, our Board and the Compensation Committee will consider the voting results, as appropriate, when determining the frequency of such future votes. An abstention would have the same effect as a vote against any particular option, but would not affect our Board’s determination of the option recommended by our stockholders if no option receives a majority vote. A broker non-vote on Proposal No. 3 will have no effect.

December 2023 Warrant Exercise Proposal (Proposal No. 4). The affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the 2024 Annual Meeting is required for the approval of Proposal No. 4. An abstention on Proposal No. 4 will have the same effect as a vote “AGAINST” Proposal No. 4. A broker non-vote will not have any effect on Proposal No. 4 and will not be counted.

February 2024 Warrant Exercise Proposal (Proposal No. 5). The affirmative vote of the holders of a majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the 2024 Annual Meeting is required for the approval of Proposal No. 5. An abstention on Proposal No. 5 will have the same effect as a vote “AGAINST” Proposal No. 5. A broker non-vote will not have any effect on Proposal No. 5 and will not be counted.

Class B Warrant Exercise Proposal (Proposal No. 6). The affirmative vote of the majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the 2024 Annual Meeting is required for the approval of Proposal No. 6. An abstention on Proposal No. 6 will have the same effect as a vote “AGAINST” Proposal No. 6. A broker non-vote will not have any effect on Proposal No. 6 and will not be counted.

Approval of an Amendment to the 2018 LTIP to Increase the Number of Shares of Our Common Stock Available for Issuance Under the 2018 LTIP (Proposal No. 7). The affirmative vote of the majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the 2024 Annual Meeting is required for the approval of Proposal No. 7. An abstention on Proposal No. 7 will have the same effect as a vote “AGAINST” Proposal No. 7. A broker non-vote will not have any effect on Proposal No. 7 and will not be counted.

Ratification of the Appointment of Macias Gini & O’Connell LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 (Proposal No. 8). The affirmative vote of the majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the 2024 Annual Meeting is required for the approval of Proposal No. 8. An abstention on Proposal No. 8 will have the same effect as a vote “AGAINST” Proposal No. 8. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not be any broker non-votes on Proposal No. 8.

Approval of the Reverse Stock Split Proposal (Proposal No. 9). The votes cast on the Reverse Stock Split Proposal must exceed the votes cast against the Reverse Stock Split Proposal for the approval of Proposal No. 9. Since abstentions are not considered votes cast, they will have no effect on this proposal. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not be any broker non-votes on Proposal No 9.

Approval of the Adjournment of the 2024 Annual Meeting (Proposal No. 10). The affirmative vote of the majority of the shares of our common stock present in person or represented by proxy and entitled to vote at the 2024 Annual Meeting is required for the approval of Proposal No. 10. An abstention on Proposal No. 10 will have the same effect as a vote “AGAINST” Proposal No. 10. Brokers will have discretionary authority to vote on this proposal. Accordingly, there will not be any broker non-votes on Proposal No. 10.

Q: What is the deadline for submitting a proxy?

A: To ensure that proxies are received in time to be counted prior to our 2024 Annual Meeting, proxies submitted by Internet or by telephone should be received by 1:00 a.m., Central Time, on the day of our 2024 Annual Meeting (or if our 2024 Annual Meeting is adjourned, by 1:00 a.m., Central Time, on the day on which our 2024 Annual Meeting is reconvened), and proxies submitted by mail should be received by the close of business on the day prior to the date of our 2024 Annual Meeting.

Q: What does it mean if I receive more than one set of proxy materials?

A: If you hold your shares in more than one account, you will receive notices for each account. To ensure that all of your shares are voted, please vote all proxy cards for which you receive a notice.

Q: What happens if I do not give specific voting instructions?

A: If you are a holder of record of shares of our common stock and you vote a proxy card without giving specific voting instructions, your shares will be voted:

•

“FOR” the election of each of the five (5) nominees for director named in this proxy statement (Proposal No. 1);

•

“FOR” the approval of the Say-on-Pay Proposal (Proposal No. 2);

•

“ONE YEAR” as the frequency time period for the Frequency Vote Proposal (Proposal No. 3);

•

“FOR” the December 2023 Warrant Exercise Proposal (Proposal No. 4);

•

“FOR” the February 2024 Warrant Exercise Proposal (Proposal No. 5);

•

“FOR” the Class B Warrant Exercise Proposal (Proposal No. 6);

•

“FOR” the 2018 LTIP Amendment Proposal (Proposal No. 7);

•

“FOR” the Auditor Ratification Proposal (Proposal No. 8);

•

“FOR” the Reverse Stock Split Proposal (Proposal No. 9); and

•

“FOR” the Adjournment Proposal (Proposal No. 10).

If you hold your shares in street name via a broker, bank or other nominee and do not provide the broker, bank or other nominee with voting instructions, your shares:

•

will be counted as present for purposes of establishing a quorum;

•

will be voted in accordance with the broker’s, bank’s or other nominee’s discretion on “routine” matters, which include the proposal to ratify the appointment of our auditors for the fiscal year ending December 31, 2024 (Proposal No. 8), the Reverse Stock Split Proposal (Proposal No. 9) and the Adjournment Proposal (Proposal No. 10);

•

will not be counted in connection with the election of directors (Proposal No. 1), the Say-on-Pay Proposal (Proposal No. 2), the Frequency Vote Proposal (Proposal No. 3), the December 2023 Warrant Exercise Proposal (Proposal No. 4); the February 2024 Warrant Exercise Proposal (Proposal No. 5); the February 2024 Warrant Exercise Proposal (Proposal No. 6); the 2018 LTIP Amendment Proposal (Proposal No. 7); or any other non-routine matters that are properly presented at the 2024 Annual Meeting. For each of these proposals, your shares will be treated as “broker non-votes.” A broker non-vote will have no impact on voting results of Proposal Nos. 1, 2, 3, 4, 5, 6, and 7.

Our Board knows of no matter to be presented at our 2024 Annual Meeting other than the election of directors, the Say-on-Pay Proposal, the Frequency Vote Proposal, the December 2023 Warrant Exercise Proposal, the February 2024 Warrant Exercise Proposal, the Class B Warrant Exercise Proposal, the 2018 LTIP Amendment Proposal, the Auditor Ratification Proposal, the Reverse Stock Split Proposal and the Adjournment Proposal. If any other matters properly come before our 2024 Annual Meeting upon which a vote properly may be taken, shares represented by all proxies received by us on the proxy card will be voted with respect thereto as permitted and in accordance with the judgment of the proxy holders.

Q: Who is making this solicitation and who will pay the costs?

A: This proxy solicitation is being made on behalf of our Board. We have retained D.F. King & Co, Inc. (“D.F. King”) to provide proxy solicitation services in connection with the special meeting. We will pay D.F. King a fee of approximately $40,000 and will reimburse D.F. King’s reasonable and customary documented out-of-pocket expenses incurred. We will bear the entire cost of solicitation, including the maintenance of the Internet website used to access the proxy materials, maintenance of the Internet website used to vote, preparation, assembly, printing and mailing of this proxy statement, the proxy card and any additional solicitation materials we furnish to our stockholders. Copies of the Company’s solicitation materials will be furnished to brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward this solicitation material to such beneficial owners. Upon request, we will reimburse such persons for their costs in forwarding such solicitation materials to such beneficial owners.

Q: Will a stockholder list be available for inspection?

A: In accordance with our Eighth Amended and Restated Bylaws, a list of stockholders entitled to vote at our 2024 Annual Meeting will be available at our 2024 Annual Meeting and, for 10 days prior to our 2024 Annual Meeting, at BIOLASE, Inc., 27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 92610 between the hours of 8:00 a.m. and 5:00 p.m. Pacific Time.

Q: Who should I contact if I have any questions about how to vote?

A: If you have any questions about how to vote your shares, you may contact our proxy solicitor at:

D.F. King & Co, Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Toll-Free: (877) 283-0318

Banks and Brokers Call: (212) 269-5550

BIOL@dfking.com

PROPOSAL NO. 1

ELECTION OF DIRECTORS

General

Our Board currently consists of six (6) directors whose term of office expires at our 2024 Annual Meeting. Our Board nominated each of John R. Beaver, Dr. Jonathan T. Lord, Dr. Kathleen T. O’Loughlin, Dr. Martha Somerman, and Dr. Kenneth P. Yale (collectively, the “Board Nominees”) for election to our Board at our 2024 Annual Meeting. All of the Board Nominees currently serve on our Board. All of the Board Nominees have consented to be named in this proxy statement and have agreed to serve, if elected, until the 2025 annual meeting of stockholders and until their successors have been duly elected and qualified or until their earlier resignation or removal.

Unless otherwise instructed, the proxy holders will vote the shares represented by proxies received by them “FOR” each of the Board Nominees.

Board Nominees


Name	Age	Principal Occupation and Business Experience	Director Since
Martha Somerman, D.D.S.	77	Dr. Somerman is the Chief Field Editor of Frontiers in Dental Medicine and an affiliate member of the National Institute of Dental and Craniofacial Research (NIDCR), National Institutes of Health (NIH). She was the Director of NIDCR from August 2011 to December 2019 and the Principal Investigator of the Laboratory of Oral Tissue Biology, National Institute of Arthritis and Musculoskeletal and Skin Diseases/NIH from August 2011 to May 2021. Prior to becoming NIDCR director, Dr. Somerman was Dean of the University of Washington School of Dentistry, a position she held since 2002. From 1991 to 2002, Dr. Somerman was on the faculty of the University of Michigan School of Dentistry where she served as a professor and chair of periodontics/prevention and geriatrics. From 1984 to 1991, Dr. Somerman was on the faculty of the Baltimore College of Dental Surgery. Dr. Somerman received a bachelor’s degree in biology and a D.D.S. from New York University, a Masters in Environmental Health from Hunter College, and a Ph.D. in Pharmacology from the University of Rochester. She completed her periodontal residency at the Eastman Dental Center in Rochester, New York and is a diplomat of the American Board of Periodontology. Dr. Somerman brings to the Board extensive clinical dental, periodontal, academic, and governmental research experience.	August 2021
Kenneth P. Yale, D.D.S., J.D.	67	Dr. Yale is a healthcare consultant to the United States Department of Defense, a position he has held since March 2020. Prior to his current government service, Dr. Yale held positions as the Chief Clinical Officer at Delta Dental, Vice President of Clinical Solutions and Medical Director at Aetna, Chief Executive at UnitedHealth Group MSO, and Corporate VP of Matria Healthcare and CorSolutions. He was also Founder and CEO of Advanced Health Solutions, CEO of Health Solutions Network, and SVP and General Counsel for EduNeering, an Internet content company. Dr. Yale also served as Chief of Staff of the White House Office of Science and Technology and Executive Director of the White House Domestic Policy Council. Dr. Yale received a D.D.S. in Dentistry from the University of Maryland and a J.D. in Law, Science and Medicine from Georgetown University. Dr. Yale brings to the Board multi-disciplinary clinical, dental, and legal expertise with deep industry understanding.	April 2022

Recommendation of Our Board

Our Board believes that it is important to ensure that our Board is comprised of highly qualified individuals who have relevant experience and are accomplished in their respective fields. Our Board also believes that it is important for the full Board to work together constructively with a focus on stockholder value and a duty to both the Company and to the interests of all of the Company’s stockholders. Our Board believes that all of the Board Nominees meet these criteria.

OUR BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE BOARD NOMINEES NAMED ABOVE.

Board Diversity Matrix (as of March 14, 2024)


Total Number of Directors	5
	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		2		3		—		—
Part II: Demographic Background
African American or Black		—		—		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		1		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		2		2		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—		—		—

CORPORATE GOVERNANCE

Board Role in Risk Oversight

Our Board takes an enterprise-wide approach to risk management that seeks to complement our organizational objectives, strategic objectives, long-term organizational performance and the overall enhancement of stockholder value. Our Board assesses and considers the risks we face on an ongoing basis, including risks that are associated with our financial position, our competitive position, the impact of our operations on our cost structure, our historical reliance on a small number of distributors, and our reliance on single source suppliers for some of our components. Our Board’s approach to risk management includes understanding the risks we face, analyzing them with the latest information available and determining the steps that should be taken to manage those risks, with a view toward the appropriate level of risk for a company of our size and financial condition.

Certain committees of our Board actively manage risk within their given purview and authority. Our Audit Committee, for example, reviews our disclosure controls and our internal controls over financial reporting on a quarterly basis, including our overall risk assessment and our processes and procedures for assessing risks. In addition, our Compensation Committee, in setting performance metrics, creates incentives for our senior executives that encourage only an appropriate level of risk-taking that is commensurate with our Company’s short-term and long-term strategies and their attendant risks. Our Nominating and Corporate Governance Committee considers governance risks as part of its regular review of corporate governance developments, including changes to laws and regulations, as well as best practices.

In addition, our Board reviews and assesses information regarding cybersecurity risks with management at least annually. Employees receive a comprehensive information security awareness training on an annual basis. We also possess insurance that includes coverage for cybersecurity incidents.

Board Composition and Qualifications

Each Board Nominee brings a strong and unique set of skills and background to our Board and gives our Board as a whole substantial experience and competence in a wide variety of areas, including service on other boards of directors of both public and private companies, executive management, medical devices, specialty healthcare, consumer products, international operations, public accounting, corporate finance and manufacturing. While the Company does not have a formal policy regarding Board diversity, the Company considers each candidate’s professional experience, background, education, gender, race/ethnicity and other individual qualities and attributes as they may contribute to the overall composition of the Board.

Board Leadership Structure

Our Board currently consists of five non-management directors and our President and Chief Executive Officer, Mr. Beaver. Following the 2024 Annual Meeting, assuming all Board Nominees are elected, our Board will consist of five non-management directors and our President and Chief Executive Officer. Dr. Lord, one of our independent directors, is Chairperson of the Board. Our Board has no policy requiring that the positions of the Chairperson of the Board and the Chief Executive Officer be separate or that they be occupied by the same individual. Our Board believes that this matter is properly addressed as part of the succession planning process and that it is in the best interests of the Company for our Board to determine whether to combine the positions from time to time. At this time, our Board believes that the independent Chairperson arrangement serves the Company well.

Director Independence

Our Board has determined that each of the Board Nominees, other than Mr. Beaver, is an independent director as defined by the listing standards of the NASDAQ Marketplace Rules (the “NASDAQ Rules”) and the rules and regulations of the SEC. Mr. Beaver is determined not to be an independent director based on his service as our current President and Chief Executive Officer.

Board Committees and Meetings

Our Board held six meetings during the year ended December 31, 2023 and acted by unanimous written consent six times. During 2023, each person currently serving as a director attended at least 75% of the aggregate of (i) the total number of meetings of our Board held during the period for which he or she was a director and (ii) the total number of meetings held by all committees of our Board on which such director served during the period for which he or she served. It is customary, and we encourage, all of our directors to attend our 2024 Annual Meetings of stockholders. In 2023, all of our directors then in office attended our 2023 annual meeting of stockholders.

Our Board has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each committee operates pursuant to a written charter that has been approved by our Board. A copy of the current charter for each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee is available on our website at www.biolase.com under “About Us,” then “Investor Relations,” then the link “Corporate Governance.” We do not intend the website address listed in this proxy statement to be an active link or to otherwise incorporate the contents of our website into this proxy statement.

Audit Committee. The Audit Committee currently consists of Drs. Lord, O’Loughlin, and Yale. Dr. Lord serves as its Chairperson. Our Board has determined that Dr. Lord qualifies as an “audit committee financial expert” under the SEC rules and meets the financial sophistication requirements of the NASDAQ Rules. Each member of the Audit Committee is independent as defined in the NASDAQ Rules, including the enhanced independence standards under the federal securities laws applicable to Audit Committee members.

The primary responsibilities of the Audit Committee include, but are not limited to: (i) the appointment, compensation and oversight of the work of our independent auditor; (ii) reviewing and discussing with management and our independent auditor our accounting practices and systems of internal accounting controls, as applicable; (iii) reviewing our financial reports, our accounting and financial policies in general, and procedures and policies with respect to our internal accounting controls; and (iv) reviewing the independence qualifications and quality controls of our independent auditor and approving all auditing services and permitted non-audit services to be performed by the independent auditor. The Audit Committee held five meetings during 2023 and acted by unanimous written consent one time.

Compensation Committee. The Compensation Committee currently consists of Drs. Lord, O'Loughlin and Somerman. Dr. O'Loughlin serves as its Chairperson. Each of the current members of the Compensation Committee is independent as defined in the NASDAQ Rules, considering the additional standards for Compensation Committee members set forth therein, and qualifies as a “non-employee” director under SEC rules and regulations.

The Compensation Committee’s primary responsibilities include, but are not limited to: (i) reviewing and developing our general compensation policies; (ii) reviewing and approving the compensation of our Chief Executive Officer and other executive officers, including salary, bonus, long-term incentive and equity compensation, and any other perquisites and special or supplemental benefits; (iii) making awards under and acting as administrator of our equity incentive plans; (iv) overseeing administration of our other employee benefit plans; (v) making recommendations to our Board regarding director compensation; and (vi) producing an annual report on executive compensation for inclusion in our annual proxy statement. The charter for the Compensation Committee requires it to meet at least twice annually. The Compensation Committee held four meetings during 2023.

For compensation decisions relating to our executive officers other than our Chief Executive Officer, our Compensation Committee has historically considered the recommendations of our Chief Executive Officer, based on his assessment of each executive officer’s position and responsibilities, experience and tenure, his observations of each executive officer’s performance during the year and his review of competitive pay practices. Our Chief Executive Officer does not have a role in determining or recommending director compensation. The Compensation Committee has the sole authority to retain consultants and advisors as it may deem appropriate in its discretion, and the Compensation Committee has the sole authority to approve related fees and other retention terms.

The Compensation Committee has the authority to hire and fire its own outside compensation consultant and any other advisors it deems necessary. Since July 2014, the Compensation Committee has engaged Arnosti Consulting, Inc. (“Arnosti”) to act as its independent consultant. Arnosti provides the Compensation Committee with information regarding market compensation levels, general compensation trends and best practices. The Compensation Committee also asks Arnosti to provide views on the reasonableness of specific pay decisions and actions for our named executive officers, as well as the appropriateness of the design of the Company’s executive compensation programs.

The activities of Arnosti are directed by the Compensation Committee, although Arnosti may communicate with members of management, as appropriate, to gather data and prepare analyses as requested by the Compensation Committee. During 2023, the Compensation Committee asked Arnosti to review market data and advise our Compensation Committee and management on setting executive compensation and the competitiveness and reasonableness of the Company’s executive compensation program; and review and advise the Compensation Committee regarding the Company’s pay for performance, equity grant and dilution levels, each relative to the market.

In 2023, Arnosti did not provide any other services to the Company. The Compensation Committee assessed the independence of Arnosti pursuant to SEC rules and concluded that Arnosti’s work for the Compensation Committee does not raise any conflict of interest.

The Compensation Committee has determined that Arnosti is independent because it does no work for us other than as requested by the Compensation Committee. The Chairperson of the Compensation Committee reviews Arnosti’s invoices, which are paid by the Company.

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee currently consists of Drs. Lord, O’Loughlin, Somerman, and Yale. Dr. Lord serves as its Chairperson. Each of the members of the Nominating and Corporate Governance Committee is independent as defined in the NASDAQ Rules. The Nominating and Corporate Governance Committee is responsible for, among other things: (i) identifying individuals who are qualified to be members of our Board and recommending that our Board select the nominees for directorships; (ii) to the extent deemed appropriate by the committee, developing and recommending to our Board a set of corporate governance principles for the Company; (iii) establishing the criteria and procedures for selecting new directors; (iv) overseeing the process for evaluating our Board and management; and (v) reviewing and reassessing the charter of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee held no meetings during 2023.

The Nominating and Corporate Governance Committee considers candidates for membership to our Board suggested by its members and our other Board members, as well as by our management and stockholders. The Nominating and Corporate Governance Committee may also retain a third-party executive search firm to identify candidates.

The Nominating and Corporate Governance Committee focuses on the following criteria in determining whether a candidate is qualified to serve on our Board: (i) personal and professional integrity, ethics and values; (ii) experience in corporate management, such as serving as an officer or former officer of a publicly held company; (iii) experience in the Company’s industry and with relevant social policy concerns; (iv) experience as a board member of another publicly held company; (v) academic expertise in an area of the Company’s operations; (vi) practical and mature business judgment; (vii) whether the candidate has the time required for preparation, participation and attendance at meetings; and (viii) requirements relating to board and board committee composition under applicable law and the NASDAQ Rules. The Nominating and Corporate Governance Committee, and our Board, may also consider the overall diversity of our Board when making a determination on qualification for service on our Board to ensure that our Board is able to represent the best interests of all of our stockholders and to encourage innovative solutions and viewpoints by considering background, education, experience, business specialization, technical skills and other factors with respect to a particular candidate, as compared to composition of our Board at a given time. The Nominating and Corporate Governance Committee does not have a formal diversity policy but considers diversity as one criterion evaluated as a part of the total package of attributes and qualifications a particular candidate possesses.

All director candidate recommendations submitted by stockholders should be submitted to the Chairperson of the Nominating and Corporate Governance Committee, to the attention of the Corporate Secretary, BIOLASE, Inc., 27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 92610 and must be accompanied by (1) a detailed resume of the candidate, (2) an explanation of the reasons why the stockholder believes this candidate is qualified for service on our Board, (3) such other information about the candidate that would be required by the SEC rules to be included in a proxy statement, (4) the consent of the candidate, (5) a description of any relationships, arrangements or undertakings between the stockholder and the candidate regarding the nomination or otherwise and (6) proof of the stockholder’s stockholdings in the Company. A stockholder wishing to formally nominate a director for election at a stockholder meeting must comply with the provisions in the Company’s bylaws addressing stockholder nominations of directors and Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See the section of this proxy statement entitled “Additional Information–Stockholder Proposals and Nominations For the 2025 Annual Meeting of Stockholders.” The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders on the same basis that it evaluates other nominees for director.

Stockholder Communications

Any stockholder or other interested party who wishes to communicate with our Board or any individual director may send written communications to our Board or such director c/o Corporate Secretary, BIOLASE, Inc., 27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 92610. The communication must include the stockholder’s name, address and an indication that the person is our stockholder. The Corporate Secretary will review any communications received from stockholders and will forward such communications to the appropriate director or directors, or committee of our Board, based on the subject matter.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics. This code of ethics applies to all of our directors, executive officers and employees. This code of ethics is publicly available on our website at www.biolase.com under “About Us,” then “Investor Relations,” using the links “Corporate Governance,” followed by “Conduct,” and in print upon request to the Secretary at BIOLASE, Inc., 27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 92610. If we make amendments to the code of ethics or grant any waiver that we are required to disclose, we will disclose the nature of such amendment or waiver on our website.

Prohibition on Hedging

Our directors, officers and employees are prohibited from engaging in hedging or monetization transactions, such as zero-cost collars and forward sale contracts, and also prohibited from transactions in puts, calls or any other kind of derivative transactions involving Company securities.

Certain Relationships and Related Transactions

Pursuant to its charter, the Audit Committee is required to review any insider or related party transactions. In connection with this requirement, our written policy for the review of related party transactions (transactions with the Company or any of its subsidiaries involving our directors, director nominees, executive officers or holders of more than five percent of our outstanding common stock or any member of the immediate family of the foregoing) is reviewed by our Audit Committee and our Board at least annually. Under our policy, any related party transactions require prior approval by the Audit Committee or by a majority of the disinterested members of our Board. In addition, transactions involving our directors are disclosed and reviewed by the Nominating and Corporate Governance Committee in its assessment of our directors’ independence. To the extent any related party transactions are ongoing business relationships, the transactions are reviewed annually by the Audit Committee. Related party transactions must be on terms no less favorable to the Company than those that it believes could be obtained from unaffiliated third parties.

Since January 1, 2022, there has not been, and there is not currently proposed, any transaction or series of related transactions in which we were or are to be a participant or are currently a participant involving an amount in excess of $120,000 and in which (a) any director, nominee for director, executive officer or stockholder known to the Company to be the beneficial owner of more than five percent of our outstanding common stock or (b) any member of the immediate family of any person identified in clause (a) had or will have a direct or indirect material interest.

2023 DIRECTOR COMPENSATION

The following table sets forth all compensation earned or paid to our non-employee directors who served during all or a portion of the year ended December 31, 2023. Mr. Beaver did not receive additional compensation for his service on our Board during 2023. Please see the “2023 Summary Compensation Table” for the compensation received by Mr. Beaver during 2023.


Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		Total ($)
Jonathan T. Lord, M.D.		56,250		56,246		112,496
Kathleen T. O’Loughlin, D.D.S.		39,188		39,187		78,375
Jess Roper		40,000		39,998		79,998
Martha Somerman, D.D.S.		40,438		40,435		80,873
Carol Gomez Summerhays, D.D.S.(3)		38,375		38,368		76,743
Kenneth P. Yale, D.D.S.		39,188		39,187		78,375

(1)

The amounts reported represent the cash portion of the total compensation paid to the non-employee directors for service as a director. These amounts are pre-determined each year by the Compensation Committee.

(2)

The amounts reported represent the grant date fair value of RSUs granted in 2023, calculated accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The grant date fair value for RSU awards are calculated based on the closing stock price on the date of grant.

(3)

On December 29, 2023, Dr. Summerhays resigned as a member of the Board.

Our non-employee directors other than the Chairperson of the Board receive annual compensation consisting of a value of $140,000, and the Chairperson of the Board receives annual compensation consisting of a value of $200,000. In addition to the foregoing: (i) the Chairperson of the Audit Committee receives annual compensation consisting of a value of $20,000 and members of the Audit Committee (other than the Chairperson of the Audit Committee) receive annual compensation consisting of a value of $10,000; (ii) the Chairperson of the Compensation Committee receives annual compensation consisting of a value of $15,000 and members of the Compensation Committee (other than the Chairperson of the Compensation Committee) receive annual compensation consisting of a value of $6,750; (iii) the Chairperson of the Clinical Committee receives annual compensation consisting of a value of $15,000 and members of the Clinical Committee (other than the Chairperson of the Clinical Committee) receive annual compensation consisting of a value of $6,750. The annual compensation is delivered in a combination of cash and equity, as determined by the Compensation Committee. New non-employee directors elected or appointed other than at an annual meeting of stockholders receive compensation on a pro rata basis. Each annual RSU grant vests on the one-year anniversary of the grant date, subject to the director’s continued service through such date. The number of shares of our common stock underlying each RSU grant is calculated as follows: the sum total cash value of the compensation that a director is entitled to receive based upon such director’s service, as described above, divided by the closing share price of our common stock on the date of grant.

The following table sets forth the aggregate grant date fair value of each grant of RSUs awarded to our non-employee directors in 2023.

    Director

    Grant Date

    Type of
Award

    Exercise
Price
($)

    Number of
Shares
Underlying
Stock
Awards

    Aggregate
Grant
Date Fair
Value
($)(1)

Jonathan T. Lord, M.D.

June 7, 2023

RSU

N/A

7,211

56,246

Jess Roper

June 7, 2023

RSU

N/A

5,128

39,998

Kathleen T. O’Loughlin, D.D.S.

June 7, 2023

RSU

N/A

5,024

39,187

Carol Gomez Summerhays, D.D.S.(2)

June 7, 2023

RSU

N/A

4,919

38,368

Martha Somerman, D.D.S.

June 7, 2023

RSU

N/A

5,184

40,435

Kenneth P. Yale, D.D.S.

June 7, 2023

RSU

N/A

5,024

39,187

(1)

The grant date fair value of the RSU awards are calculated based on the closing stock price on the date of grant.

(2)

On December 29, 2023, Dr. Summerhays resigned as a member of the Board.

The following table sets forth the number of shares underlying outstanding stock options (vested and unvested), vested SARs, RSUs (including vested and deferred RSUs), and unvested phantom RSU awards held as of December 31, 2023 by each of the persons who served as a non-employee director during 2023.


Name	Shares Underlying RSUs Outstanding at Fiscal Year End			Shares Underlying Options Outstanding at Fiscal Year End		Shares Underlying SARs Outstanding at Fiscal Year End		Shares Underlying Phantom RSUs Outstanding at Fiscal Year End
Jonathan T. Lord, M.D.		7,211			174		75		132
Kathleen T. O’Loughlin, D.D.S.		5,433	(1)		—		39		36
Jess Roper		5,619	(2)		74		44		55
Martha Somerman, D.D.S.		5,606	(3)		—		39		36
Carol Gomez Summerhays, D.D.S.		400	(4)		—		39		—
Kenneth P. Yale, D.D.S.		5,024			—		—		32

(1)

Includes 409 RSUs that are vested but have their release deferred as part of the Company’s 409A deferral plan.

(2)

Includes 491 RSUs that are vested but have their release deferred as part of the Company’s 409A deferral plan.

(3)

Includes 422 RSUs that are vested but have their release deferred as part of the Company’s 409A deferral plan.

(4)

Includes 400 RSUs that are vested but have their release deferred as part of the Company’s 409A deferral plan. On December 29, 2023, Dr. Summerhays resigned as a member of the Board.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The Company has three executive officers as follows:


Name	Age	Position
John R. Beaver	62	President and Chief Executive Officer
Jennifer Bright	53	Chief Financial Officer
Steven Sandor	43	Chief Operating Officer

John R. Beaver was named President and Chief Executive Officer in February 2021, and was previously the Company’s Executive Vice President, Chief Operating Officer and Chief Financial Officer. He joined the Company in 2017 as Senior Vice President and Chief Financial Officer. He assumed roles of varying responsibilities over the past few years, including Interim Chief Executive Officer of the Company. Prior to joining the Company, Mr. Beaver served as the Chief Financial Officer of Silicor Materials, Inc., a global leader in the production of solar silicon, from 2009 to 2013 and 2015 to 2017. Mr. Beaver also served on the board of directors of Silicor Materials, Inc. from 2013 to 2015. From 2013 to 2015, Mr. Beaver was Chief Financial Officer for Modumetal, Inc., a nano-laminated alloy company focused on oil and gas applications. Prior to 2009, Mr. Beaver was Senior Vice President—Finance and Chief Financial Officer at Sterling Chemicals, a mid-sized public commodity chemical manufacturer. Mr. Beaver holds a Bachelor of Business Administration in Accounting from the University of Texas at Austin and is a Certified Public Accountant. Mr. Beaver brings to our Board extensive management, financial, and operational experience.

Jennifer Bright was named Chief Financial Officer in July 2022. From April 2021 until her appointment as Chief Financial Officer, Ms. Bright was the Company’s Vice President of Finance and Accounting Director. Ms. Bright is a certified public accountant with more than 25 years of professional accounting and finance experience. From June 2020 to December 2020 she was consulting as Interim Director of Accounting at Spectrum Pharmaceuticals and was the Corporate Controller at Kellermeyer Bergensons Services from November 2018 to April 2020. Previously, Ms. Bright held senior accounting director and controller positions at Advantage Solutions, Inc., Crunch Holdings, LLC, Apria Healthcare Group, Inc., and Richmond American Homes, and was a Supervising Senior Auditor at the accounting firm of PricewaterhouseCoopers LLP. Ms. Bright holds a B.A. degree in Business Administration from the University of Washington.

Steven Sandor was named Chief Operating Officer in July 2022. From April 2019 until his appointment as Chief Operating Officer, Mr. Sandor served in several positions of increasing responsibility at the Company and was most recently Senior Director of Commercial Operations and Service. From October 2016 to April 2019, he was Director of Global Training at KaVo Kerr and from May 2014 to May 2016 he was Sales Development Manager. Previously, Mr. Sandor held managerial positions at Sybron Endo, Sybron Orascoptic and AT&T, and served in the United States Coast Guard. Mr. Sandor holds an Executive Masters in Business Administration from Chapman University.

COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis section discusses the compensation policies and programs for our named executive officers. As a “smaller reporting company,” we have elected to comply with some of the scaled-back disclosure requirements applicable to smaller reporting companies under applicable SEC executive compensation disclosure rules.

For 2023, our named executive officers consisted of:

•

John R. Beaver, our current President and Chief Executive Officer;

•

Jennifer Bright, our current Chief Financial Officer; and

•

Steven Sandor, our current Chief Operating Officer.

Compensation Objectives

It is important that we employ energetic people who are enthusiastic about our mission and our products, and we believe this must start at the top with our leadership team who set an example for the entire company. We are engaged in a very competitive industry, and our success depends upon our ability to attract and retain qualified executive officers by offering competitive compensation packages. Our executive compensation programs are designed to attract and retain such executive officers and to reward them in a fashion that we believe is commensurate with our corporate performance and the value created for our stockholders. Our compensation programs are also designed to support our short-term and long-term strategic goals and values and reward individual contributions to our success.

Our policy is to provide competitive compensation opportunities that reward an executive officer’s contribution to our financial success and individual performance, while providing financial stability and security. Accordingly, our executive compensation package is primarily comprised of the following compensation elements: (1) a base salary, designed to be competitive with salary levels in the industry and to reflect individual performance; (2) a

SEC Form DEF 14A filed by Biolase Inc.