Private Placement Form 8 K

Item 3.02. Unregistered Sales of Equity Securities.

On July 16, 2024, BIOLASE, Inc. (the "Company") issued an aggregate of 3,190,476 shares of its common stock, par value $0.001 per share (the "Common Stock"), in exchange for (i) 2,546 shares of the Company's Series J Convertible Redeemable Preferred Stock, par value $0.001 per share (the "Series J Preferred Stock"), and (ii) 8,000 warrants (the "Series J Preferred Warrants") to purchase 4,000 shares of Series J Preferred Stock, pursuant to the terms of that certain Exchange Agreement entered into on July 16, 2024 by the Company and the investor (the "Investor") named therein.

The Company issued the Series J Preferred Stock and Series J Preferred Warrants to the Investor in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, afforded by Section 3(a)(9) thereof. The shares of Common Stock issued upon exchange of the Series J Preferred Stock and Series J Preferred Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements. No proceeds have been or will be received and no commissions have been or will be paid by the Company in connection with the exchange described herein.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.