UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

(Rule 14a-101)(Rule14a-101)

INFORMATION REQUIRED INPROXYSTATEMENT

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  x                             Filed by a party other than the Registrant  ¨

Check the appropriate box:

BIOLASE, INC.INC.

(Name of Registrant as Specified In Itsin its Charter)

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

Payment of Filing Fee (Check the appropriate box):

BIOLASE, INC.

NOTICE OF SPECIAL2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD SEPTEMBER 30, 2016ON MAY 2, 2024

TO OUR STOCKHOLDERS:Dear Stockholders:

NOTICE IS HEREBY GIVEN that a specialYou are cordially invited to attend the 2024 annual meeting of stockholders (the “Special2024 Annual Meeting”) of Biolase,BIOLASE, Inc., a Delaware corporation (the “Company,” “we,” “us” or “our”), willto be held on September 30, 2016,May 2, 2024, at 11:00 a.m. local time, at the Company’s corporate headquarters, located at 4 Cromwell, Irvine,27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 92618. 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 Special2024 Annual Meeting, you will be askedasked: (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 below andin 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,

Our Board of Directors unanimously recommendsthe 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

Stockholders of record at the close of business on September 1, 2016March 14, 2024 are entitled to notice of and to vote at the Specialour 2024 Annual Meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the Special2024 Annual Meeting in person.

Whether or not you plan to attend the Special2024 Annual Meeting please signin person and returnregardless of the enclosed proxy cardnumber of shares you may own, WE URGE YOU TO VOTE, YOUR VOTE IS IMPORTANT. We encourage you to vote your shares as promptlysoon as possiblepossible. You may vote your shares electronically, by phone or by mail. Instructions on each of these voting methods are outlined in detail in the envelope enclosedaccompanying 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 your convenience, or please vote via the Internet or by telephone. If you receive more than onefiscal year ended December 31, 2023, which is not a part of our proxy card because your sharessolicitation materials, and voting instructions are registered in different names or addresses, each proxy card should be signed and returned to assure that all of your shares are represented at the meeting. Proxies forwarded by or for banks, brokers or other nominees should be returned as requested by them. The prompt return of proxies will save the expense involved in further communication.

available online. You can find detailed information regarding voting in the section entitled “Voting Procedures”“General Information” on page 2pages 1 through 8 of the accompanying proxy statement.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 30, 2016THURSDAY, MAY 2, 2024.

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

BIOLASE, INC.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Michael C. Carrol

Michael C. Carrol

Secretary

Irvine, California — September 7, 2016

TABLE OF CONTENTS

Table of Contents

APPENDICES

72

BIOLASE, INC.

4 Cromwell, Irvine,27042 Towne Centre Drive, Suite 270

Foothill Ranch, California 9261892610

SPECIAL2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 30, 2016THURSDAY, 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 a specialour 2024 annual meeting of stockholders to be held on September 30, 2016,Thursday, May 2, 2024, and at any adjournment or postponement thereof (the(our “Special2024Annual Meeting”). The SpecialOur 2024 Annual Meeting will be held at 11:00 a.m. local time at our corporate headquarters located at 4 Cromwell, Irvine,27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 92618. This92610. 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 statementmaterials and our Annual Report on Form 10-K for the accompanyingfiscal 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 cardmaterials 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 first being sent or given to stockholders on or about September 7, 2016. Our stockholders will be asked to vote on the following proposals:

RECORD DATE AND QUORUM REQUIREMENTS

September 1, 2016 has been fixed as the record date (the “Record Date”) for the determination of stockholders entitled to notice of and to vote at the Special Meeting. Our common stock is the only class of securities entitled to vote at the Special Meeting. As of the Record Date, 58,716,551 shares of our common stock were issued and outstanding. Each outstanding share of our common stock will be entitled to one vote on each matter submitted to a vote of the holders ofwho owned our common stock at the Special Meeting.

The holdersclose of a majority ofbusiness on March 14, 2024, the shares of our common stock outstandingrecord 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 Record Date, present in person or represented by proxy, will constitute a quorum formatters brought before the transaction of business at the Special Meeting and at any adjournment or postponement thereof. Any abstentions will be deemed as present for purposes of determining a quorum.

VOTING PROCEDURES

Voting in Person

If you attend the Special Meeting and plan to vote in person, we will provide you with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares via a broker, bank or other nominee, you are considered the beneficial owner of shares held in street name. As a beneficial owner, if you wish to vote at the Special Meeting, you will need to bring to the Special Meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares.

Shares Held in Street Name

If you hold your shares in street name via a broker, bank or other nominee, you may direct your vote without attending the Special Meeting by signing, dating and mailing your voting instruction card in the enclosed postage-paid envelope. Internet or telephonic voting may also be available. Please see your voting instruction card for instructions.

Mail Voting Procedures

To vote by mail, you should complete, sign and date your proxy card and mail it in the pre-addressed postage-paid envelope that accompanies the proxy card. A proxy card submitted by mail must be received at least one business day prior to the date of the Special Meeting.

Telephone Voting Procedures

The telephone authorization procedure is designed to authenticate identity to allow you to vote your shares and confirm that your instructions have been properly recorded. Specific instructions to be followed are set forth on the enclosed proxy card. Telephone voting facilities for stockholders of record are available 24 hours a day and will close at 11:00 a.m. Pacific Time on the day of the Special Meeting.

Internet Voting Procedures

The Internet authorization procedure is designed to authenticate identity to allow you to vote your shares and confirm that your instructions have been properly recorded. Specific instructions to be followed are set forth on the enclosed proxy card. Internet voting facilities for stockholders of record are available 24 hours a day and will close at 11:00 a.m. Pacific Time on the day of the Special Meeting.

QUESTIONS AND ANSWERS ABOUT PROXY MATERIALS AND VOTING

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 the Specialour 2024 Annual Meeting. This proxy statement summarizes the information you need to vote at the Specialour 2024 Annual Meeting. You do not need to attend the Specialour 2024 Annual Meeting to vote your shares. Please see

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

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

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 yourhow 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 card.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?

Stockholders of

A: The record atdate for our 2024 Annual Meeting is the close of business on the March 14, 2024 (the “Record Date are entitled to notice of and to vote at the Special Meeting or any adjournment or postponement thereof.”). As of the Record Date, 58,716,55132,522,593 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 stockholdershare of common stock is entitled to one vote for each share of our common stock held by such stockholder on the Record Date. No shares of our preferred stock were outstanding on the Record Date, other than 88,494 shares of Convertible Preferred Stock. The Convertible Preferred Stock is non-voting, except to the extent required by law and in certain other significant circumstances. The holders of the Convertible Preferred Stock will not be entitled to vote at the Special Meeting, except to the extent such holders are also the owners of our common stock and are entitled to vote such shares.vote.

What proposals will be voted on at the Special Meeting?

Stockholders will vote on the following at the Special Meeting:

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

The Board recommends a voteFORthe approval of the Issuance Proposal andFORthe approval of the Adjournment Proposal.

How can I vote my shares?

By Attending the Special Meeting

If you are a holder of record of shares of our common stock, you may attend the Special Meeting and vote your shares in person. Please note that if your shares are held of record by a bank, broker or other nominee, and you decide to attend the Special Meeting, you may not vote in person at the Special Meeting unless you present a legal proxy, issued in your name from the record holder (your bank, broker or other nominee).

By Mail, Internet or Telephone

If you are a holder of record of shares of our common stock, you may direct your vote by mail, Internet or telephone. Please see the procedures for voting your shares by mail, Internet or telephone under “Voting Procedures” above and refer to the instructions on your proxy card.

If you hold your shares in street name via a broker, bank or other nominee, you may direct your vote without attending the Special Meeting by signing, dating and mailing your voting instruction card in the enclosed postage-paid envelope. Internet or telephonic voting may also be available. Please see your voting instruction card for instructions.

Q: What do I need for admission to the Specialour 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 the Specialour 2024 Annual Meeting. You should be prepared to present photo identification for admission at the Specialour 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 the Specialour 2024 Annual Meeting.

Can I change my vote or revoke my proxy?

You may change your vote or revoke your proxy at any time before it is voted at the Special Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

Attendance at the Special Meeting will not, by itself, revoke a proxy.

If your shares are held in the name of a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee. Please note that if your shares are held of record by a bank, broker or other nominee, and you decide to attend and vote at the Specialour 2024 Annual Meeting, youryou may not vote in person at the Specialour 2024 Annual Meeting will not be effective 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.

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 the Specialour 2024 Annual Meeting, either in person or represented by proxy, of holders of a majorityone-third (1/3) in voting power of the aggregate number of shares of ourcapital 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 thereatat the meeting) shall constitute a quorum for the transaction of

business at the Specialour 2024 Annual Meeting. Shares represented by properly completed proxy cards markedFOR,AGAINST orABSTAIN with voting instructions or returned without voting instructions are counted as present for the purpose of determining whether a quorum is present.

What is the impact if I abstain from voting?

Abstentions with respect to a proposal are counted for the purposes of establishing a quorum. Since an affirmative vote of a majority of the shares of our common stock present in person or represented by proxy at the meeting and entitled to vote is required to approve the Issuance Proposal and the Adjournment Proposal, a properly executed proxy card markedABSTAINwith respect to either proposal Also, broker non-votes will have the same effect as votingAGAINST that proposal.

Will there be any broker non-votes?

Brokers and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. If their customers do not give any direction, brokers may vote such shares on “routine” matters but not on any “non-routine” matters. The Issuance Proposal and the Adjournment Proposal are non-routine matters. Consequently, if customers do not give

any direction, brokers will not be permitted to vote your shares of common stock at the Special Meeting and such shares will not be counted as present for purposesthe purpose of establishingdetermining whether a quorum is present at the Special Meeting.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 of common stock are voted in accordance with your instructions at the Special2024 Annual Meeting.

How many votes are needed

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 Issuance Proposal and the Adjournment Proposal?

The Issuance Proposal and the Adjournment Proposalelection of directors in uncontested elections. Each director will be approvedelected 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 such proposalProposal 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 Special2024 Annual MeetingFOR 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 proposal.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 the Specialour 2024 Annual Meeting, proxies submitted by Internet or by telephone should be received by 11:1:00 a.m. Pacific, Central Time, on the day of the Specialour 2024 Annual Meeting (or if the Specialour 2024 Annual Meeting is adjourned, by 11:1:00 a.m. Pacific, Central Time, on the day on which the Specialour 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 the Specialour 2024 Annual Meeting.

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

A: If you hold your shares in more than one account, you will receive a proxy cardnotices for each account. To ensure that all of your shares are voted, please complete, sign, date and returnvote all proxy cards for which you receive a proxy card for each account or use the proxy card for each account to vote by Internet or by telephone. To ensure that all of your shares are represented at the Special Meeting, we recommend that you vote every proxy card that you receive.notice.

How will my shares be voted

Q: What happens if I return a blank proxy card or a blankdo not give specific voting instruction card?instructions?

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

If you hold your shares in street name via a broker, bank or other nominee and return a signed but blank voting instruction card (and do not otherwise provide the broker, bank or other nominee with voting instructions)instructions, your shares:

Our Board knows of no matter to be presented at the Specialour 2024 Annual Meeting other than the Issuanceelection 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 the Specialour 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.

Where can I find the voting results of the Special Meeting?

We will publish the final results in a Current Report on Form 8-K filed with the SEC within four business days of the Special Meeting.

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

A: This proxy solicitation is being made on behalf of our Board.

Who We have retained D.F. King & Co, Inc. (“D.F. King”) to provide proxy solicitation services in connection with the special meeting. We will bear the costspay D.F. King a fee of this solicitation?

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 Delaware law,our Eighth Amended and Restated Bylaws, a list of stockholders entitled to vote at the Specialour 2024 Annual Meeting will be available at the Specialour 2024 Annual Meeting and, for 10 days prior to the Specialour 2024 Annual Meeting, at BIOLASE, Inc., 4 Cromwell, Irvine,27042 Towne Centre Drive, Suite 270, Foothill Ranch, California 9261892610 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 ONE: ISSUANCE PROPOSALNO. 1

TO RATIFY THE TERMS AND ISSUANCEELECTION OF OUR CONVERTIBLE PREFERRED STOCK AND RELATED WARRANTS, INCLUDING THE REMOVAL OF THE RESTRICTION PROHIBITING THE EXERCISE OF CERTAIN WARRANTS IF, AFTER GIVING EFFECT TO SUCH EXERCISE, THE APPLICABLE INVESTOR WOULD BENEFICIALLY OWN IN EXCESS OF 19.99% OF THE OUTSTANDING SHARES OF OUR COMMON STOCK, AND TO APPROVE THE ISSUANCE OF SUCH NUMBER OF SHARES OF OUR COMMON STOCK ISSUABLE UPON FULL CONVERSION OF THE CONVERTIBLE PREFERRED STOCK AND UPON THE FULL EXERCISE OF THE WARRANTS, IN EACH CASE, INCLUDING SHARES ISSUABLE PURSUANT TO CUSTOMARY ANTI-DILUTION PROVISIONS.DIRECTORS

BackgroundGeneral

The Private Placement. As previously announced,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 August 1, 2016, we entered intoour 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

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 Securities Purchase Agreement (the “Purchase Agreement”), betweenfocus on stockholder value and a duty to both the Company and to the investors named thereininterests 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)

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 “InvestorsNASDAQ 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 which,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 August 8, 2016, we issued and soldour 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 aggregate of 88,494 sharesactive link or to otherwise incorporate the contents of our Convertible Preferred Stockwebsite 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 per share pricegiven 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 $113.00the 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 “Private PlacementExchange 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.

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 shareannual RSU grant vests on the one-year anniversary of Convertible Preferred Stock is convertible into 100the grant date, subject to the director’s continued service through such date. The number of shares of our common stock reflectingunderlying each RSU grant is calculated as follows: the sum total cash value of the compensation that a conversiondirector is entitled to receive based upon such director’s service, as described above, divided by the closing share price of $1.13our 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.

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.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The Company has three executive officers as follows:

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:

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) an annual discretionary bonus payable in cash and based on the review of certain annual financial and other performance measures, designed to support our short-term performance; and (3) where appropriate, long-term stock-based incentive awards, designed to support our long-term performance and strengthen the mutual interests the recipient and our stockholders. We believe that each of these elements and their combination supports our overall compensation objectives.

Determination of Compensation Awards

The Compensation Committee determines the compensation to be paid to our executive team.

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 disclosure rules and concluded that Arnosti’s work for the Compensation Committee does not raise any conflict of interest.

After considering the input of Arnosti, the Compensation Committee reviews the total compensation levels and the distribution of compensation among the compensation elements identified above. The Compensation Committee determines the total compensation levels by considering an executive officer’s position and responsibilities, the individual’s performance of his job-related duties and responsibilities and our financial performance, in the context of our compensation policies and objectives and competitive market data (evaluated with the assistance of Arnosti) applicable to the named executive officer’s position.

Market Comparisons

The Compensation Committee periodically reviews competitive market data with the assistance of Arnosti, as it believes that compensation decisions are complex and require a deliberate review of Company performance and the market’s compensation levels, as well as the overall business environment and individual contributions. Accordingly, the Compensation Committee’s approach is to consider competitive compensation practices as a relevant factor rather than establishing compensation at specific benchmark percentiles. We believe that this enables us to respond to dynamics in the labor market and provides us with flexibility in maintaining and enhancing engagement, focus, motivation and enthusiasm for our future.

Management Transition Compensation

As noted above, on July 6, 2022, the Board appointed Ms. Bright as Chief Financial Officer of the Company. In this role, Ms. Bright receives an annual salary of $285,000 in consideration for her service as Chief Financial Officer of the Company and will be eligible for a bonus compensation target of up to fifty percent (50%) of annual salary, subject to criteria as established by the Compensation Committee. Ms. Bright’s employment with the Company is at-will.

In addition, on July 6, 2022, the Board appointed Steven Sandor as Chief Operating Officer of the Company. In this role, Mr. Sandor receives an annual salary of $275,000 in consideration for his service as Chief Operating Officer of the Company and will be eligible for a bonus compensation target of up to forty five percent (45%) of annual salary, subject to criteria as established by the Compensation Committee. Mr. Sandor’s employment with the Company is at-will.

Components of Compensation

During 2023, our executive officers’ direct compensation was composed of base salary, annual incentive bonuses, and equity compensation. The Compensation Committee awarded performance bonuses in 2022 based on achieving performance targets for each quarter.

The Compensation Committee monitors the results of the annual advisory “say-on-pay” proposal and incorporates such results as one of many factors considered in connection with the discharge of its responsibilities. As part of its review of the Company’s executive compensation program, the Compensation Committee considered the approval by approximately 87% of the votes cast for the Company’s say-on-pay vote at our 2023 Annual Meeting of Stockholders. The Compensation Committee determined that the Company’s executive compensation philosophies and objectives and compensation elements continued to be appropriate and did not make any changes to the Company’s executive compensation program in response to the 2023 say-on-pay vote.

Base Salaries

Base salaries are assessed annually by the Compensation Committee, taking into account the executive officer’s position and responsibilities, including accomplishments and contributions, experience and tenure. In addition, the Compensation Committee considered the Company’s recent performance and current market conditions. The base salaries for Mr. Beaver, Ms. Bright, and Mr. Sandor were established at $375,000, $285,000, and $275,000, respectively, in connection with the negotiation of their employment agreements with the Company and did not change as compared to 2022.

Annual Bonuses and Stock-Based Incentive Awards

Annual cash bonuses are intended to reward accomplishment of our overall corporate performance and objectives for a fiscal year. The Compensation Committee may also use stock options and RSUs as a tool to incentivize management, and to further align management and stockholder interests. Stock-based incentives align the interests of our executive officers with those of our stockholders and provide each individual with a significant incentive to manage us from the perspective of an owner with an equity stake in our business. In 2023, the Company granted equity to Mr. Beaver, Ms. Bright, and Mr. Sandor in the form of stock-settled RSUs. RSUs are utilized as a tool to incentivize certain executive members of management, and to further align management and stockholder interests. The size of the equity grant to each executive officer is set at a level that is intended to create a meaningful opportunity for stock ownership based on the individual’s position with us, the individual’s performance of his or her job-related duties and responsibilities in recent periods and his or her potential for future responsibility and promotion over the equity vesting period. The Compensation Committee also takes into account the number of unvested equity awards held by the executive officer in order to maintain an appropriate level of equity incentive for that individual. The weight given to each of these factors varies from individual to individual.

In 2023, Mr. Beaver was granted 486,255 stock-settled RSUs as part of the Company’s leadership bonus plan that vested immediately in 2023. In 2023, Ms. Bright was granted 58,000 which vests 50% on May 9, 2024 and 50% on May 9, 2025, subject to her continued service through the applicable vesting date. In 2023, Mr. Sandor was granted 58,000 stock-settled RSUs as part of the Company’s leadership bonus plan which vests 50% on May 9, 2024 and 50% on May 9, 2025, subject to his continued service through the applicable vesting date.

Severance and Change of Control Arrangements

The Company’s named executive officers are or were employed by the Company on an “at will” basis. Pursuant to the terms of Mr. Beaver’s March 2021 employment agreement, Mr. Beaver is entitled to severance benefits in the event that either the Company terminates him without cause, or he resigns for good reason. The severance amount consists of (i) twelve (12) months of Mr. Beaver’s annual base salary and the time-based prorated amount of Mr. Beaver’s annual bonus then in effect at target achievement, which will be paid over twenty-six equal installments, (ii) the portion due to vest through the first anniversary of Mr. Beaver’s termination date of his existing equity awards that were not based on performance, as applicable, and (iii) paid COBRA premiums for the twelve-month period following such termination. In the event that Mr. Beaver is terminated without cause within twelve (12) months following a change in control, Mr. Beaver will receive twenty four (24) months of his annual base salary payable in lump sum, the time-based prorated amount of Mr. Beaver’s annual bonus then in effect at target achievement payable in lump sum, and Mr. Beaver’s unvested equity awards will vest and be exercisable.

EXECUTIVE COMPENSATION

The following table shows 2023 and 2022 compensation for each of our named executive officers, which we sometimes refer to as “NEOs.” In reviewing the table, please note that:

Outstanding Equity Awards at Fiscal Year-End 2023

The following table sets forth summary information regarding the outstanding equity awards held by each of our named executive officers at December 31, 2023.

401(k) Plan

The Company offers a 401(k) defined contribution savings plan to all of its employees. Effective July 1, 2017, the Compensation Committee approved a matching contribution of 10% on employee deferrals of up to 10% of applicable total compensation.

Equity Compensation Plan Information

While we do not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material nonpublic information, the Compensation Committee does not seek to time equity grants to take advantage of information, either positive or negative, about our company that has not been publicly disclosed. It has been our practice to grant equity awards to our directors upon their appointment to the Board. We intend to issue equity grants to our officers and/or directors at the same time each year, either upon completion of the annual meeting of stockholders or in connection with our last meeting of the Board each fiscal year. Option grants are effective on the date the award determination is made by the Compensation Committee, and the exercise price of options is the closing market price of theour common stock quoted on the NASDAQ Capital Marketbusiness day of the grant or, if the grant is made on July 29, 2016, subject to customary anti-dilution adjustments. In addition,a weekend or holiday, on the Investors received Warrants to purchase up to an aggregateprior business day.

The following table sets forth information as of 2,035,398December 31, 2023 regarding the number of shares of our common stock that may be issued under the 2018 LTIP.