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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/14/20 Biolase, Inc. 10-Q 6/30/20 89:12M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 842K
2: EX-10.1 Material Contract HTML 61K
3: EX-10.2 Material Contract HTML 65K
4: EX-10.3 Material Contract HTML 72K
5: EX-10.4 Material Contract HTML 47K
6: EX-10.5 Material Contract HTML 42K
7: EX-10.8 Material Contract HTML 57K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 31K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 31K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 25K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 26K
18: R1 Document and Entity Information HTML 79K
19: R2 Consolidated Balance Sheets (Unaudited) HTML 115K
20: R3 Consolidated Balance Sheets (Unaudited) HTML 48K
(Parenthetical)
21: R4 Consolidated Statements Of Operations And HTML 106K
Comprehensive Loss (Unaudited)
22: R5 Consolidated Statements Of Redeemable Preferred HTML 90K
Stock and Stockholders' (Deficit) Equity
(Unaudited)
23: R6 Consolidated Statements Of Cash Flows (Unaudited) HTML 117K
24: R7 Description of Business and Basis of Presentation HTML 51K
25: R8 Summary of Significant Accounting Policies HTML 36K
26: R9 Revenue Recognition HTML 202K
27: R10 Redeemable Preferred Stock and Stockholders' HTML 308K
Equity
28: R11 Inventory HTML 46K
29: R12 Property, Plant, and Equipment HTML 67K
30: R13 Intangible Assets and Goodwill HTML 27K
31: R14 Accrued Liabilities HTML 109K
32: R15 Debt HTML 115K
33: R16 Leases HTML 82K
34: R17 Commitments and Contingencies HTML 31K
35: R18 Segment Information HTML 78K
36: R19 Concentrations HTML 108K
37: R20 Income Taxes HTML 32K
38: R21 Subsequent Event HTML 32K
39: R22 Summary of Significant Accounting Policies HTML 253K
(Policies)
40: R23 Revenue Recognition (Tables) HTML 279K
41: R24 Redeemable Preferred Stock and Stockholders' HTML 310K
Equity (Tables)
42: R25 Inventory (Tables) HTML 46K
43: R26 Property, Plant, and Equipment (Tables) HTML 66K
44: R27 Accrued Liabilities (Tables) HTML 110K
45: R28 Debt (Tables) HTML 90K
46: R29 Leases (Tables) HTML 82K
47: R30 Segment Information (Tables) HTML 75K
48: R31 Concentrations (Tables) HTML 152K
49: R32 Description of Business and Basis of Presentation HTML 250K
- Additional Information (Detail)
50: R33 Revenue Recognition - Additional Information HTML 40K
(Detail)
51: R34 Summary of Opening and Closing Balances of HTML 36K
Contract Liabilities (Detail)
52: R35 Summary of Disaggregation of Revenues Related to HTML 34K
Geographic Areas (Detail)
53: R36 Summary of Revenues Disaggregated by Timing of HTML 35K
Goods and Services Transferred (Detail)
54: R37 Summary of Sales by End Market (Detail) HTML 35K
55: R38 Schedule of Revenue and Percentages of Revenue HTML 53K
Sales by Product Line (Detail)
56: R39 Redeemable Preferred Stock and Stockholders' HTML 129K
Equity - Additional Information (Detail)
57: R40 Classification of Compensation Expense Associated HTML 37K
with Share-Based Payments (Detail)
58: R41 Assumptions Used in Estimating Fair Value of Stock HTML 33K
Options Granted (Detail)
59: R42 Summary of Option Activity (Detail) HTML 57K
60: R43 Summary of Unvested Stock Option Activity (Detail) HTML 45K
61: R44 Cash Proceeds Along with Fair Value Disclosures HTML 35K
Related to Grants, Exercises and Vested Options
(Detail)
62: R45 Summary of Unvested Restricted Stock Units HTML 46K
(Detail)
63: R46 Summary of Warrant Activity (Detail) HTML 40K
64: R47 Components of Inventory (Detail) HTML 33K
65: R48 Inventory - Additional Information (Detail) HTML 26K
66: R49 Summary of Property, Plant, and Equipment (Detail) HTML 47K
67: R50 Property, Plant, and Equipment - Additional HTML 27K
Information (Detail)
68: R51 Intangible Assets and Goodwill - Additional HTML 32K
Information (Detail)
69: R52 Components of Accrued Liabilities (Detail) HTML 45K
70: R53 Changes in Initial Product Warranty Accrual and HTML 38K
Expenses Under Initial and Extended Warranties
(Detail)
71: R54 Accrued Liabilities - Additional Information HTML 33K
(Detail)
72: R55 Debt - Summary of Principal Outstanding and HTML 36K
Unamortized Discount (Detail)
73: R56 Debt - Additional Information (Detail) HTML 432K
74: R57 Debt - Summary of Future Minimum Principal and HTML 53K
Interest Payments (Detail)
75: R58 Leases - Additional Information (Detail) HTML 71K
76: R59 Leases - Information related to Right-of-use HTML 31K
Assets and Liabilities (Detail)
77: R60 Leases - Schedule of Maturities of Lease HTML 46K
Liabilities (Detail)
78: R61 Leases - Future Minimum Rental Commitments Under HTML 41K
Lease Agreements (Detail)
79: R62 Commitments and Contingencies - Additional HTML 55K
Information (Detail)
80: R63 Segment Information - Additional Information HTML 38K
(Detail)
81: R64 Summary of Net Revenue by Geographic Location HTML 34K
(Detail)
82: R65 Summary of Property, Plant and Equipment by HTML 32K
Geographic Location (Detail)
83: R66 Concentrations - Summary of Net Revenue from HTML 53K
Various Products (Detail)
84: R67 Concentrations - Additional Information (Detail) HTML 40K
85: R68 Income Taxes - Additional Information (Detail) HTML 35K
86: R69 Subsequent Event - Additional Information (Detail) HTML 76K
88: XML IDEA XML File -- Filing Summary XML 152K
87: EXCEL IDEA Workbook of Financial Reports XLSX 120K
12: EX-101.INS XBRL Instance -- biol-20200630 XML 3.20M
14: EX-101.CAL XBRL Calculations -- biol-20200630_cal XML 180K
15: EX-101.DEF XBRL Definitions -- biol-20200630_def XML 726K
16: EX-101.LAB XBRL Labels -- biol-20200630_lab XML 1.52M
17: EX-101.PRE XBRL Presentations -- biol-20200630_pre XML 1.21M
13: EX-101.SCH XBRL Schema -- biol-20200630 XSD 228K
89: ZIP XBRL Zipped Folder -- 0001564590-20-040120-xbrl Zip 210K
Exhibit 10.1
FIFTH AMENDMENT TO
CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 15, 2020, is entered into by and among BIOLASE, INC., a Delaware corporation (“Borrower”), each of the undersigned financial institutions (individually each a “Lender” and collectively “Lenders”) and SWK FUNDING LLC, a Delaware limited liability company, in its capacity as administrative agent for the other Lenders (in such capacity, “Agent”).
RECITALS
WHEREAS, Borrower, Agent and Lenders entered into that certain Credit Agreement dated as of November 9, 2018 (as heretofore amended and as the same may be further amended, modified or restated from time to time, being hereinafter referred to as the “Credit Agreement”); and
WHEREAS, Borrower, Agent and Lenders have agreed to amend certain provisions of the Credit Agreement as more fully set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
Definitions
1.1Capitalized terms used in this Amendment are defined in the Credit Agreement, as amended hereby, unless otherwise stated.
ARTICLE II
Amendments to Credit Agreement
2.1Amendments to Section 7.13. Effective as of the date hereof, Section 7.13 of the Credit Agreement is hereby amended and restated to read as follows:
(i)Not permit the Consolidated Unencumbered Liquid Assets as of any date of determination prior to June 30, 2020 to be less than $1,500,000, and (ii) not permit the Consolidated Unencumbered Liquid Assets as of any date of determination on or after June 30, 2020 to be less than $3,000,000.
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(a)Not permit the Aggregate Revenue for the twelve (12) month period ending June 30, 2020 to be less than $41,000,000; provided, however, that to the extent that Borrower shall have issued additional Equity Interests and/or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $10,000,000 (in the aggregate) during the period from May [__], 2020 to and including June 30, 2020, the requirements of this Section 7.13.2(a) shall automatically be waived for such twelve (12) month period ending on June 30, 2020.
(b)Not permit Aggregate Revenue for the consecutive month period ending on the last Business Day of any Fiscal Quarter set forth in the table below (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for such period.
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Minimum LTM Aggregate Revenue as of the end of: |
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Twelve (12) month period ending Q3 2020 |
$42,000,000 |
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Twelve (12) month period ending Q4 2020 |
$43,000,000 |
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Twelve (12) month period ending Q1 2021 |
$44,000,000 |
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Twelve (12) month period ending Q2 2021 |
$44,000,000 |
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Twelve (12) month period ending Q3 2021 |
$45,000,000 |
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Twelve (12) month period ending Q4 2021 and each Fiscal Quarter thereafter |
$46,000,000 |
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7.13.3 |
Minimum EBITDA. |
(a)Not permit the EBITDA of Borrower and its Subsidiaries for the twelve (12) month period ending June 30, 2020 to be less than -($7,000,000); provided, however, that to the extent that Borrower shall have issued additional Equity Interests and/or Subordinated Debt resulting in net cash proceeds to Borrower of not less than $10,000,000 (in the aggregate) during the period from May [__], 2020 to and including June 30, 2020, the requirements of this Section 7.13.3(a) shall automatically be waived for such twelve (12) month period ending on June 30, 2020.
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(b)Not permit the EBITDA of Borrower and its Subsidiaries for the consecutive month period ending on the last Business Day of any Fiscal Quarter set forth in the table below (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for such period.
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Minimum LTM EBITDA as of the end of: |
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Twelve (12) month period ending Q2 2020 |
-($7,000,000) |
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Twelve (12) month period ending Q3 2020 |
-($6,000,000) |
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Twelve (12) month period ending Q4 2020 |
-($5,000,000) |
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Twelve (12) month period ending Q1 2021 |
-($3,000,000) |
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Twelve (12) month period ending Q2 2021 |
-($2,500,000) |
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Twelve (12) month period ending Q3 2021 |
-($2,000,000) |
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Twelve (12) month period ending Q4 2021 and each Fiscal Quarter thereafter |
-($2,000,000) |
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ARTICLE III
Conditions Precedent
3.1Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to Agent, unless specifically waived in writing by Agent in its sole discretion:
(A).Agent shall have received (i) this Amendment duly executed by Borrower and (ii) that certain Third Consolidated, Amended and Restated Warrant to Purchase Stock executed by Borrower in favor of Agent.
(B).The representations and warranties contained herein and in the Credit Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date.
(C).Agent shall have received payment, for the benefit of Lenders, of an amendment fee in the amount of $25,000, which shall be deemed fully-earned and non-refundable as of the date hereof
(D).No Default or Event of Default (other than the Specified Non-Compliance Items) under the Credit Agreement, as amended hereby, shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Agent.
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Limited Waiver, Ratifications, Representations and Warranties
4.1Limited Waiver.
(a)Borrower was in non-compliance with the requirements of Section 7.13.1 for certain periods prior to the date hereof, which failures constitute Events of Default under Section 8.1.4 of the Credit Agreement (the “Specified Non-Compliance Items”). Agent, on behalf of itself and the Lenders, hereby waives the Specified Non-Compliance Items effective as of the date hereof.
(b)Except as specifically set forth above in relation to the Specified Non-Compliance Items, nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future non-compliance, violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Except as specifically set forth above in relation to the Specified Non-Compliance Items, Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any non-compliance, violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.
4.2Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower, Lenders and Agent agree that the Credit Agreement and the other Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Borrower agrees that this Amendment is not intended to and shall not cause a novation with respect to any or all of the Obligations.
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4.3Representations and Warranties. Borrower hereby represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Amendment, any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite action (as applicable) on the part of Borrower and will not violate the organizational documents of Borrower; (b) Borrower’s directors and/or managers have authorized the execution, delivery and performance of this Amendment any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date (except to the extent such representations and warranties expressly relate to an earlier date); (d) except as it relates to the Specified Non-Compliance Items, no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing; (e) Loan Parties are in full compliance in all material respects with all covenants and agreements contained in the Credit Agreement and the other Loan Documents, as amended hereby; and (f) except as disclosed to Agent, no Loan Party has amended its organizational documents since the date of the Credit Agreement.
ARTICLE V
Miscellaneous Provisions
5.1Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Agent or any Lender or any closing shall affect the representations and warranties or the right of Agent and each Lender to rely upon them.
5.2Reference to Credit Agreement. Each of the Credit Agreement and the other Loan Documents, and any and all other Loan Documents, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and such other Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby.
5.3Expenses of Agent. As provided in the Credit Agreement, Borrower agrees to pay on demand all costs and expenses incurred by Agent, or its Affiliates, in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable fees and costs of legal counsel, and all costs and expenses incurred by Agent and each Lender in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby, or any other Loan Documents, including, without, limitation, the reasonable fees and costs of legal counsel.
5.4Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
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5.5Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Agent and each Lender and Borrower and their respective successors and assigns, except that no Loan Party may assign or transfer any of its rights or obligations hereunder without the prior written consent of Agent.
5.6Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronic (.pdf) transmission, which facsimile or electronic (.pdf) signatures shall be considered original executed counterparts for purposes of this Section 5.6, and each party to this Amendment agrees that it will be bound by its own facsimile or electronic (.pdf) signature and that it accepts the facsimile or electronic (.pdf) signature of each other party to this Amendment.
5.7Effect of Waiver. No consent or waiver, express or implied, by Agent to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.
5.8Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
5.9Applicable Law. THE TERMS AND PROVISIONS OF SECTIONS 10.17 (GOVERNING LAW) AND 10.18 (FORUM SELECTION; CONSENT TO JURISDICTION) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS AMENDMENT MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN.
5.10Final Agreement. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY Borrower AND AGENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first written above.
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BORROWER: |
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BIOLASE., INC., |
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a Delaware corporation |
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By: |
/s/ John Beaver |
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Name: |
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Title: |
CFO |
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AGENT AND LENDER: |
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SWK FUNDING LLC, |
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as Agent and a Lender |
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By: |
SWK Holdings Corporation, |
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its sole Manager |
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By: |
/s/ Winston Black |
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Name: |
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Title: |
Chief Executive Officer and President |
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| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 8/14/20 | |||
| Filed on: | 8/13/20 | 8-K | ||
| For Period end: | 6/30/20 | |||
| 5/15/20 | 4, 8-K, SC 13D/A | |||
| 11/9/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/03/23 Biolase, Inc. S-1/A 6:1M Donnelley … Solutions/FA 12/12/22 Biolase, Inc. S-1/A 7:1.1M Donnelley … Solutions/FA 11/22/22 Biolase, Inc. S-1 3:655K Donnelley … Solutions/FA 3/17/22 Biolase, Inc. 10-K 12/31/21 88:18M Donnelley … Solutions/FA 3/31/21 Biolase, Inc. 10-K 12/31/20 88:15M ActiveDisclosure/FA 2/09/21 Biolase, Inc. 424B5 1:495K Donnelley … Solutions/FA 12/15/20 Biolase, Inc. 424B3 1:392K Donnelley … Solutions/FA 12/08/20 Biolase, Inc. S-1/A 3:585K Donnelley … Solutions/FA 11/13/20 Biolase, Inc. 10-Q 9/30/20 81:11M ActiveDisclosure/FA |