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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/08/20 Biolase, Inc 10-Q 3/31/20 86:8.5M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 638K 4: EX-10.10 Material Contract HTML 30K 2: EX-10.8 Material Contract HTML 63K 3: EX-10.9 Material Contract HTML 30K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 32K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 32K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 26K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 26K 21: R1 Document and Entity Information HTML 78K 69: R2 Consolidated Balance Sheets (Unaudited) HTML 114K 78: R3 Consolidated Balance Sheets (Unaudited) HTML 51K (Parenthetical) 50: R4 Consolidated Statements Of Operations And HTML 95K Comprehensive Loss (Unaudited) 20: R5 Consolidated Statements Of Redeemable Preferred HTML 53K Stock and Stockholders' (Deficit) Equity (Unaudited) 68: R6 Consolidated Statements Of Cash Flows (Unaudited) HTML 110K 77: R7 Description of Business and Basis of Presentation HTML 47K 49: R8 Summary of Significant Accounting Policies HTML 39K 22: R9 Revenue Recognition HTML 165K 63: R10 Redeemable Preferred Stock and Stockholders' HTML 243K (Deficit) Equity 71: R11 Inventory HTML 46K 48: R12 Property, Plant, and Equipment HTML 67K 19: R13 Intangible Assets and Goodwill HTML 29K 62: R14 Accrued Liabilities HTML 87K 70: R15 Debt HTML 98K 47: R16 Leases HTML 79K 18: R17 Commitments and Contingencies HTML 35K 61: R18 Segment Information HTML 61K 72: R19 Concentrations HTML 74K 42: R20 Income Taxes HTML 31K 34: R21 Subsequent Event HTML 31K 60: R22 Summary of Significant Accounting Policies HTML 219K (Policies) 86: R23 Revenue Recognition (Tables) HTML 206K 41: R24 Redeemable Preferred Stock and Stockholders' HTML 247K (Deficit) Equity (Tables) 33: R25 Inventory (Tables) HTML 47K 59: R26 Property, Plant, and Equipment (Tables) HTML 66K 85: R27 Accrued Liabilities (Tables) HTML 88K 43: R28 Debt (Tables) HTML 75K 32: R29 Leases (Tables) HTML 80K 15: R30 Segment Information (Tables) HTML 62K 45: R31 Concentrations (Tables) HTML 118K 73: R32 Description of Business and Basis of Presentation HTML 56K - Additional Information (Detail) 64: R33 Revenue Recognition - Additional Information HTML 34K (Detail) 16: R34 Summary of Opening and Closing Balances of HTML 37K Contract Liabilities (Detail) 46: R35 Summary of Disaggregation of Revenues Related to HTML 32K Geographic Areas (Detail) 74: R36 Summary of Revenues Disaggregated by Timing of HTML 32K Goods and Services Transferred (Detail) 65: R37 Summary of Sales by End Market (Detail) HTML 32K 17: R38 Schedule of Revenue and Percentages of Revenue HTML 49K Sales by Product Line (Detail) 44: R39 Redeemable Preferred Stock and Stockholders' HTML 79K (Deficit) Equity - Additional Information (Detail) 29: R40 Classification of Compensation Expense Associated HTML 37K with Share-Based Payments (Detail) 39: R41 Assumptions Used in Estimating Fair Value of Stock HTML 33K Options Granted (Detail) 80: R42 Summary of Option Activity (Detail) HTML 59K 54: R43 Summary of Unvested Stock Option Activity (Detail) HTML 46K 30: R44 Cash Proceeds Along with Fair Value Disclosures HTML 33K Related to Grants, Exercises and Vested Options (Detail) 40: R45 Summary of Unvested Restricted Stock Units HTML 50K (Detail) 81: R46 Summary of Warrant Activity (Detail) HTML 37K 55: R47 Components of Inventory (Detail) HTML 35K 31: R48 Inventory - Additional Information (Detail) HTML 28K 37: R49 Summary of Property, Plant, and Equipment (Detail) HTML 49K 52: R50 Property, Plant, and Equipment - Additional HTML 27K Information (Detail) 26: R51 Intangible Assets and Goodwill - Additional HTML 33K Information (Detail) 67: R52 Components of Accrued Liabilities (Detail) HTML 48K 76: R53 Changes in Initial Product Warranty Accrual and HTML 41K Expenses Under Initial and Extended Warranties (Detail) 51: R54 Accrued Liabilities - Additional Information HTML 33K (Detail) 25: R55 Debt - Summary of Principal Outstanding and HTML 33K Unamortized Discount (Detail) 66: R56 Debt - Additional Information (Detail) HTML 224K 75: R57 Debt - Summary of Future Minimum Principal and HTML 47K Interest Payments (Detail) 53: R58 Leases - Additional Information (Detail) HTML 64K 23: R59 Leases - Information related to Right-of-use HTML 29K Assets and Liabilities (Detail) 58: R60 Leases - Schedule of Maturities of Lease HTML 37K Liabilities (Detail) 83: R61 Leases - Future Minimum Rental Commitments Under HTML 44K Lease Agreements (Detail) 36: R62 Commitments and Contingencies - Additional HTML 57K Information (Detail) 28: R63 Segment Information - Additional Information HTML 38K (Detail) 57: R64 Summary of Net Revenue by Geographic Location HTML 32K (Detail) 82: R65 Summary of Property, Plant and Equipment by HTML 33K Geographic Location (Detail) 35: R66 Concentrations - Summary of Net Revenue from HTML 49K Various Products (Detail) 27: R67 Concentrations - Additional Information (Detail) HTML 40K 56: R68 Income Taxes - Additional Information (Detail) HTML 36K 84: R69 Subsequent Event - Additional Information (Detail) HTML 51K 24: XML IDEA XML File -- Filing Summary XML 152K 38: EXCEL IDEA Workbook of Financial Reports XLSX 89K 9: EX-101.INS XBRL Instance -- biol-20200331 XML 2.24M 11: EX-101.CAL XBRL Calculations -- biol-20200331_cal XML 170K 12: EX-101.DEF XBRL Definitions -- biol-20200331_def XML 543K 13: EX-101.LAB XBRL Labels -- biol-20200331_lab XML 1.33M 14: EX-101.PRE XBRL Presentations -- biol-20200331_pre XML 1.01M 10: EX-101.SCH XBRL Schema -- biol-20200331 XSD 205K 79: ZIP XBRL Zipped Folder -- 0001564590-20-023480-xbrl Zip 165K
Ex. 10.8
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U.S. Small Business Administration
NOTE |
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SBA Loan # |
61646970-06 |
SBA Loan Name |
Biolase, Inc. |
Date |
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Loan Amount |
$2,980,000.00 |
Interest Rate |
1% Fixed |
Borrower |
Biolase, Inc. |
Operating Company |
NA |
Lender |
Pacific Mercantile Bank |
1. |
PROMISE TO PAY: |
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In return for the Loan, Borrower promises to pay to the order of Lender the amount of |
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Two Million Nine Hundred Eighty Thousand and 00/100 |
Dollars, |
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interest on the unpaid principal balance, and all other amounts required by this Note. |
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2. |
DEFINITIONS: |
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“Collateral” means any property taken as security for payment of this Note or any guarantee of this Note. |
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“Guarantor” means each person or entity that signs a guarantee of payment of this Note. |
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“Loan” means the loan evidenced by this Note. |
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“Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral. |
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“SBA” means the Small Business Administration, an Agency of the United States of America. |
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Page 1/6
3. |
PAYMENT TERMS: |
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Borrower must make all payments at the place Lender designates. The payment terms for this Note are: |
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Borrower must pay interest-only monthly payments of accrued interest at a fixed interest rate of one percent (1.00%) for the term of two years. Principal and accrued interest is due and payable at maturity. |
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Borrower must pay one payment of interest only on the disbursed principal balance one month from the month of initial disbursement on this Note; payment must be made on the first calendar day in the month it is due. |
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Borrower must pay interest payments beginning two months from the month of initial disbursement on this Note; payments must be made on the first calendar day in the months they are due. |
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Borrower will not have to make any payments for six months following the date of disbursement of the loan. Interest will accrue during this six-month deferment and will be due and payable at maturity. |
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Section 1102 of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) “Paycheck Protection Program” (“PPP”) provides for the forgiveness of up to the full principal amount of the loan and any accrued interest, if the Borrower uses all of the loan proceeds for forgivable purposes, as defined in the CARES Act and implementing regulations, over the eight week period following the date of the loan. |
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Loan forgiveness will be provided for the sum of documented payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities, however, not more than twenty-five percent (25%) of the forgiven amount may be for non-payroll costs. |
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If Borrower uses PPP loan proceeds for unauthorized purposes, Borrower will be obligated to repay those amounts plus accrued interest at maturity under the terms and conditions of this Note. |
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All remaining principal and accrued interest is due and payable two (2) years from date of initial disbursement.
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Page 2/6
4. |
DEFAULT: |
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Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company: |
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A. |
Fails to do anything required by this Note and other Loan Documents; |
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Defaults on any other loan with Lender; |
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Does not preserve, or account to Lender’s satisfaction for, any of the Collateral or its proceeds; |
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Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA; |
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Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA; |
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F. |
Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower ’s ability to pay this Note; |
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G. |
Fails to pay any taxes when due; |
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H. |
Becomes the subject of a proceeding under any bankruptcy or insolvency law; |
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Has a receiver or liquidator appointed for any part of their business or property; |
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Makes an assignment for the benefit of creditors; |
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K. |
Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower ’s ability to pay this Note; |
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L. |
Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender ’s prior written consent; or |
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M. |
Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower ’s ability to pay this Note. |
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5. |
LENDER ’S RIGHTS IF THERE IS A DEFAULT: |
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Without notice or demand and without giving up any of its rights, Lender may: |
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Require immediate payment of all amounts owing under this Note; |
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Collect all amounts owing from any Borrower or Guarantor; |
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File suit and obtain judgment; |
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Take possession of any Collateral; or |
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Sell, lease, or otherwise dispose of, any Collateral at public or private sale, with or without advertisement. |
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6. |
LENDER ’S GENERAL POWERS: |
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Without notice and without Borrower ’s consent, Lender may: |
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Bid on or buy the Collateral at its sale or the sale of another lienholder, at any price it chooses; |
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Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document, and preserve or dispose of the Collateral. Among other things, the expenses may include payments for property taxes, prior liens, insurance, appraisals, environmental remediation costs, and reasonable attorney ’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance; |
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Release anyone obligated to pay this Note; |
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Compromise, release, renew, extend or substitute any of the Collateral; and |
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Take any action necessary to protect the Collateral or collect amounts owing on this Note. |
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7. |
WHEN FEDERAL LAW APPLIES: |
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When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law. |
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8. |
SUCCESSORS AND ASSIGNS: |
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Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns. |
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9. |
GENERAL PROVISIONS: |
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All individuals and entities signing this Note are jointly and severally liable. |
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Borrower waives all suretyship defenses. |
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C. |
Borrower must sign all documents necessary at any time to comply with the Loan Documents and to enable Lender to acquire, perfect, or maintain Lender ’s liens on Collateral. |
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Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them. |
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Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note. |
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If any part of this Note is unenforceable, all other parts remain in effect. |
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To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee; did not obtain, perfect, or maintain a lien upon Collateral; impaired Collateral; or did not obtain the fair market value of Collateral at a sale. |
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10. |
STATE-SPECIFIC PROVISIONS: |
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Page 5/6
11. |
BORROWER ’S NAME(S) AND SIGNATURE(S): |
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By signing below, each individual or entity becomes obligated under this Note as Borrower. |
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BIOLASE, INC |
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By: |
/s/ John R. Beaver |
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John R. Beaver, EVP/CFO |
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Page 6/6
This ‘10-Q’ Filing | Date | Other Filings | ||
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Filed on: | 5/8/20 | |||
4/13/20 | PRE 14A | |||
For Period end: | 3/31/20 | 8-K | ||
List all Filings |