---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-194657"
form_type: "8-K"
ticker: null
cik: "0000811240"
company_name: "BIOLASE, INC"
filed_at: "2023-07-26T23:59:59+00:00"
generated_at: "2026-06-13T02:34:05.988854+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# BIOLASE stockholders approve 1-for-100 reverse stock split effective July 27 to maintain Nasdaq listing

## Summary
- Reverse split ratio of 1:100; reduces outstanding shares from ~104M to ~1.04M.
- Effective 11:59 p.m. ET on July 27, 2023; split-adjusted trading begins July 28.
- Purpose: raise per-share bid price above $1.00 to meet Nasdaq listing requirement.
- No fractional shares issued; Computershare will aggregate and sell fractions, distributing net proceeds pro rata.
- No change to authorized shares; exercise prices and shares of equity awards/warrants adjusted proportionally.

## SEC filing metadata
- accession: 0001193125-23-194657
- form_type: 8-K
- cik: 0000811240
- company_name: BIOLASE, INC
- filed_at: 2023-07-26T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 3.03, 5.03, 5.07, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/811240/000119312523194657/0001193125-23-194657-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/811240/000119312523194657/d540125d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-194657
- JSON: https://secwatch.observer/filing/0001193125-23-194657.json
- Plain text: https://secwatch.observer/filing/0001193125-23-194657.txt

## Key facts
- Governance Changes
  BIOLASE, INC: Amended certificate of incorporation to effect a 1-for-100 reverse stock split of common stock, effective July 27, 2023 (effective 2023-07-27).
  - Change: charter amendment
  - Effective: 2023-07-27
  source text: On July 20, 2023, the stockholders of BIOLASE, Inc., a Delaware corporation (the “Company”), approved a proposal at the Company’s special meeting of stockholders (the “Special Meeting”) further amending the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to effect a reverse stock split of the Company’s 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), without reducing the authorized number of shares of Common Stock.
  evidence_url: https://www.sec.gov/Archives/edgar/data/811240/000119312523194657/0001193125-23-194657-index.htm
- Shareholder Votes
  BIOLASE, INC shareholders approved Approval of adjournment of the Special Meeting, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Amendment to the Company’s Certificate of Incorporation to effect a reverse stock split at the 2023-07-20 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-07-20
  source text: Proposal 2 – To approve an adjournment of the Special Meeting, to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there are not sufficient votes in favor of the Amendment to the Company’s Certificate of Incorporation to effect a reverse stock split: The Company’s stockholders approved Proposal 1. The votes cast were as follows: For Against Abstain Broker Non-Votes 23,071,478,430 11,853,155,314 401,646,245 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/811240/000119312523194657/0001193125-23-194657-index.htm
- Shareholder Votes
  BIOLASE, INC shareholders approved Adoption of the Amendment to the Certificate of Incorporation to effect a reverse stock split of Company Common Stock (without reducing the authorized number of shares of Company Common Stock), if and when determined by the Company’s Board of Directors at the 2023-07-20 meeting.
  - Proposal: reverse split
  - Outcome: passed
  - Meeting: 2023-07-20
  source text: Proposal 1 – Stockholders voted to approve the adoption of the Amendment to the Certificate of Incorporation to effect a reverse stock split of Company Common Stock (without reducing the authorized number of shares of Company Common Stock), if and when determined by the Company’s Board of Directors: For Against Abstain Broker Non-Votes 20,889,544,676 14,072,832,774 363,902,539 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/811240/000119312523194657/0001193125-23-194657-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.