Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Mar. 14, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | ||||
Document Type | 10-K | |||
Amendment Flag | false | |||
Document Period End Date | Dec. 31, 2023 | |||
Document Fiscal Year Focus | 2023 | |||
Document Fiscal Period Focus | FY | |||
Trading Symbol | BIOL | |||
Entity Registrant Name | BIOLASE, INC. | |||
Entity Central Index Key | 0000811240 | |||
Current Fiscal Year End Date | --12-31 | |||
Entity Well-known Seasoned Issuer | No | |||
Entity Current Reporting Status | Yes | |||
Entity Voluntary Filers | No | |||
Entity Filer Category | Non-accelerated Filer | |||
Entity Small Business | true | |||
Entity Emerging Growth Company | false | |||
ICFR Auditor Attestation Flag | false | |||
Entity Shell Company | false | |||
Document Financial Statement Error Correction [Flag] | false | |||
Entity Common Stock, Shares Outstanding | 32,522,593 | |||
Entity Public Float | $ 7,185,686 | |||
Entity File Number | 001-36385 | |||
Entity Tax Identification Number | 87-0442441 | |||
Entity Address, Address Line One | 27042 Towne Centre Drive | |||
Entity Address, Address Line Two | Suite 270 | |||
Entity Address, City or Town | Lake Forest | |||
Entity Address, State or Province | CA | |||
Entity Address, Postal Zip Code | 92610 | |||
City Area Code | 949 | |||
Local Phone Number | 361-1200 | |||
Entity Incorporation, State or Country Code | DE | |||
Entity Interactive Data Current | Yes | |||
Title of 12(b) Security | Common stock, par value $0.001 per share | |||
Security Exchange Name | NASDAQ | |||
Document Annual Report | true | |||
Document Transition Report | false | |||
Auditor Name | Macias Gini & O’Connell, LLP | BDO USA, P.C. | ||
Auditor Location | Irvine, CA | Costa Mesa, California | ||
Auditor Firm ID | 324 | 243 | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement related to its 2024 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the registrant’s fiscal year ended December 31, 2023 , are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 6,566 | $ 4,181 |
Accounts receivable, less allowance of $244 and $2,164 as of December 31, 2023 and 2022, respectively | 5,483 | 5,841 |
Inventory | 11,433 | 15,884 |
Prepaid expenses and other current assets | 1,381 | 3,053 |
Total current assets | 24,863 | 28,959 |
Property, plant, and equipment, net | 5,525 | 4,278 |
Goodwill | 2,926 | 2,926 |
Right-of-use assets, leases | 1,519 | 1,768 |
Other assets | 268 | 255 |
Total assets | 35,101 | 38,186 |
Current liabilities: | ||
Accounts payable | 6,065 | 5,786 |
Accrued liabilities | 8,881 | 9,210 |
Deferred revenue, current portion | 2,452 | 2,111 |
Current portion of term loans, net of discount | 2,265 | 700 |
Total current liabilities | 19,663 | 17,807 |
Deferred revenue | 256 | 418 |
Warranty accrual | 593 | 360 |
Non-current term loans, net of discount | 11,782 | 13,091 |
Non-current operating lease liability | 772 | 1,259 |
Other liabilities | 79 | 362 |
Total liabilities | 33,145 | 33,297 |
Mezzanine Equity | ||
Total mezzanine equity | 2,203 | 0 |
Commitments and contingencies —Note 7 | ||
Stockholders' equity: | ||
Common stock, par value $0.001 per share; 180,000 shares authorized, 3,416 and 77 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 3 | 0 |
Additional paid-in capital, common stock | 317,103 | 301,790 |
Accumulated other comprehensive loss | (553) | (733) |
Accumulated deficit | (316,800) | (296,168) |
Total stockholders' equity | (247) | 4,889 |
Total liabilities, convertible redeemable preferred stock and stockholders' equity (deficit) | 35,101 | 38,186 |
Series H Convertible Redeemable Preferred Stock | ||
Mezzanine Equity | ||
Preferred stock Value | 346 | 0 |
Series J Convertible Redeemable Preferred Stock | ||
Mezzanine Equity | ||
Preferred stock Value | $ 1,857 | $ 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Allowance for accounts receivable | $ 244 | $ 2,164 |
Preferred stock, shares issued | 1,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 3,416,000 | 77,000 |
Common stock, shares outstanding | 3,416,000 | 77,000 |
Series H Convertible Redeemable Preferred Stock | ||
Preferred stock, par value | $ 0.001 | |
Temporary Equity, Shares Authorized | 370,000 | |
Preferred stock, shares issued | 5,000 | |
Preferred stock, shares outstanding | 5,000 | |
Series J Convertible Redeemable Preferred Stock | ||
Preferred stock, par value | $ 0.001 | |
Temporary Equity, Shares Authorized | 160,000 | |
Preferred stock, shares issued | 15,000 | |
Preferred stock, shares outstanding | 15,000 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations And Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net revenue | $ 49,164 | $ 48,462 | $ 39,188 |
Cost of revenue | 32,440 | 32,551 | 22,659 |
Gross profit | 16,724 | 15,911 | 16,529 |
Operating expenses: | |||
Sales and marketing | 18,441 | 21,675 | 15,339 |
General and administrative | 10,216 | 12,309 | 11,258 |
Engineering and development | 6,004 | 7,265 | 6,048 |
Patent litigation mark-to-market | 0 | 0 | 315 |
Total operating expenses | 34,661 | 41,249 | 32,960 |
Loss from operations | (17,937) | (25,338) | (16,431) |
Loss on foreign currency transactions | (351) | (438) | (452) |
Interest expense, net | (2,361) | (2,749) | (2,224) |
Gain on debt forgiveness | 0 | 0 | 3,014 |
Other income, net | 48 | 0 | 0 |
Non-operating (loss) gain, net | (2,664) | (3,187) | 338 |
Loss before income tax provision | (20,601) | (28,525) | (16,093) |
Income tax provision | (31) | (109) | (65) |
Net loss | (20,632) | (28,634) | (16,158) |
Other comprehensive loss items: | |||
Foreign currency translation adjustments | 180 | (110) | (238) |
Comprehensive loss | (20,452) | (28,744) | (16,396) |
Net Income (Loss) | (20,632) | (28,634) | (16,158) |
Deemed dividend on convertible preferred stock | (16,987) | (217) | (546) |
Net loss attributable to common stockholders | $ (37,619) | $ (28,851) | $ (16,704) |
Net loss per share attributable to common stockholders: | |||
Basic | $ (29.44) | $ (418.13) | $ (283.12) |
Diluted | $ (29.44) | $ (418.13) | $ (283.12) |
Shares used in the calculation of net loss per share: | |||
Basic | 1,278 | 69 | 59 |
Diluted | 1,278 | 69 | 59 |
Consolidated Statements Of Rede
Consolidated Statements Of Redeemable Preferred Stock And Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Series J Convertible Redeemable Preferred Stock | Series H Convertible Redeemable Preferred Stock | Series F Convertible Preferred Stock | Common Stock | Common Stock Series J Convertible Redeemable Preferred Stock | Common Stock Series H Convertible Redeemable Preferred Stock | Additional Paid-in Capital | Additional Paid-in Capital Series E Convertible Preferred Stock | Additional Paid-in Capital Series J Convertible Redeemable Preferred Stock | Additional Paid-in Capital Series H Convertible Redeemable Preferred Stock | Additional Paid-in Capital Series F Convertible Preferred Stock | Convertible Preferred Stock Series F Convertible Preferred Stock | Accumulated Other Comprehensive Loss | Accumulated Deficit | Mezzanine Equity Series J Convertible Redeemable Preferred Stock | Mezzanine Equity Series I Preferred Stock | Mezzanine Equity Series H Convertible Redeemable Preferred Stock | Mezzanine Equity Series F Convertible Preferred Stock | Mezzanine Equity Series G Preferred Stock | |
Balance at Dec. 31, 2020 | $ 10,028 | $ 261,671 | $ (251,376) | $ 118 | |||||||||||||||||
Balance, shares at Dec. 31, 2020 | 39,000 | ||||||||||||||||||||
Balance, shares at Dec. 31, 2020 | 1,000 | ||||||||||||||||||||
Conversion of Convertible Securities | $ 13,291 | $ 630 | $ (630) | ||||||||||||||||||
Conversion of convertible preferred stock, shares | (1,000) | ||||||||||||||||||||
Sale of common stock, net | 13,291 | ||||||||||||||||||||
Sale of common stock, net, shares | 1,000 | 6,000 | |||||||||||||||||||
Exercise of stock options, net | $ 132 | 132 | |||||||||||||||||||
Exercise of stock options, net, shares | [1] | 0 | |||||||||||||||||||
Issuance of common stock for settlement of liability | $ 510 | 510 | |||||||||||||||||||
Issuance of Restricted Shares | 164 | 164 | |||||||||||||||||||
Stock-based compensation | 2,416 | 2,416 | |||||||||||||||||||
Deemed dividend on convertible preferred stock | $ 500 | (546) | $ 546 | ||||||||||||||||||
Issuance of stock from RSUs, net, share | 2,000 | ||||||||||||||||||||
Deemed dividend on convertible preferred stock | (546) | ||||||||||||||||||||
Conversion of convertible preferred stock | $ 13,291 | 630 | $ (630) | ||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | (1,000) | ||||||||||||||||||||
Exercise of common stock warrants | 15,063 | 15,063 | |||||||||||||||||||
Common stock warrants exercised, shares | 14,000 | ||||||||||||||||||||
Net Income (Loss) | (16,158) | (16,158) | |||||||||||||||||||
Foreign currency translation adjustments | (238) | $ (238) | |||||||||||||||||||
Balance at Dec. 31, 2021 | 25,208 | (385) | (267,534) | ||||||||||||||||||
Balance (in shares) at Dec. 31, 2021 | 61,000 | ||||||||||||||||||||
Balance at Dec. 31, 2021 | 293,331 | $ 34 | (623) | ||||||||||||||||||
Balance, shares at Dec. 31, 2021 | 251 | ||||||||||||||||||||
Conversion of Convertible Securities | 251 | (251) | |||||||||||||||||||
Sale of common stock, net | $ 5,602 | 5,602 | |||||||||||||||||||
Sale of common stock, net, shares | 7,000 | ||||||||||||||||||||
Exercise of stock options, net, shares | 0 | ||||||||||||||||||||
Issuance of Restricted Shares | $ 109 | 109 | |||||||||||||||||||
Stock-based compensation | 2,117 | 2,117 | |||||||||||||||||||
Deemed dividend on convertible preferred stock | $ 200 | (217) | 217 | ||||||||||||||||||
Issuance of stock from RSUs, net | 596 | ||||||||||||||||||||
Issuance of stock from RSUs, net, share | 1,000 | ||||||||||||||||||||
Issuance of convertible preferred stock in rights offering, net of offering costs, shares | 154,000 | ||||||||||||||||||||
Deemed dividend on convertible preferred stock | (217) | ||||||||||||||||||||
Temporary Equity Stock Redemption Period Shares | (154,000) | ||||||||||||||||||||
Conversion of convertible preferred stock | $ 251 | $ (251) | |||||||||||||||||||
Phant Award | 596 | ||||||||||||||||||||
Exercise of common stock warrants | 1 | 1 | |||||||||||||||||||
Common stock warrants exercised, shares | 8,000 | ||||||||||||||||||||
Net Income (Loss) | (28,634) | (28,634) | |||||||||||||||||||
Foreign currency translation adjustments | (110) | (110) | |||||||||||||||||||
Balance at Dec. 31, 2022 | $ 4,889 | (296,168) | |||||||||||||||||||
Balance (in shares) at Dec. 31, 2022 | 77,000 | 77,000 | |||||||||||||||||||
Balance at Dec. 31, 2022 | $ 0 | 301,790 | (733) | ||||||||||||||||||
Conversion of Convertible Securities | $ 8,883 | $ 13,154 | $ 2 | $ 1 | $ 8,881 | $ 13,153 | $ (8,883) | $ (13,154) | |||||||||||||
Conversion of convertible preferred stock, shares | 2,038,000 | 680,000 | (66,000) | (190,000) | |||||||||||||||||
Sale of common stock, net | $ 9,553 | 9,553 | |||||||||||||||||||
Sale of common stock, net, shares | 503,000 | ||||||||||||||||||||
Exercise of stock options, net, shares | 0 | ||||||||||||||||||||
Stock-based compensation | $ 1,331 | 1,331 | |||||||||||||||||||
Issuance of stock from RSUs, net, share | 4,000 | ||||||||||||||||||||
Issuance of convertible preferred stock in rights offering, net of offering costs | $ 2,738 | ||||||||||||||||||||
Issuance of Series H Convertible Redeemable Preferred Stock, adjustment to redemption, Amount | $ 9,377 | ||||||||||||||||||||
Issuance of convertible preferred stock in rights offering, net of offering costs, shares | 75,000 | 85,000 | 175,000 | ||||||||||||||||||
Deemed dividend on convertible preferred stock | (16,987) | ||||||||||||||||||||
Temporary Equity Stock Redemption Period Shares | (85,000) | ||||||||||||||||||||
Conversion of convertible preferred stock | 8,883 | 13,154 | $ 2 | $ 1 | 8,881 | 13,153 | $ (8,883) | $ (13,154) | |||||||||||||
Stock Issued During Period Value Preferred Stock Warrants | (148) | (615) | (148) | (615) | $ 1,400 | ||||||||||||||||
Proceeds from Issuance of Convertible Preferred Stock | $ 0 | 0 | 2,720 | ||||||||||||||||||
Convertible Preferred Stock, adjustment to redemption value | $ (7,611) | $ 9,345 | $ (7,611) | $ (9,345) | $ 7,610 | ||||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,038,000 | 680,000 | (66,000) | (190,000) | |||||||||||||||||
Preferred Stock Warrants Exercised | 20,000 | 3,000 | |||||||||||||||||||
Exercise of Series H Convertible Redeemable Preferred Stock Warrants | $ 1,385 | $ 410 | |||||||||||||||||||
Paid-in-kind dividend on Series J Convertible Preferred Stock, Shares | 3,000 | ||||||||||||||||||||
Exercise of common stock warrants | 114 | 114 | |||||||||||||||||||
Common stock warrants exercised, shares | 114,000 | ||||||||||||||||||||
Net Income (Loss) | (20,632) | (20,632) | |||||||||||||||||||
Foreign currency translation adjustments | 180 | 180 | |||||||||||||||||||
Balance at Dec. 31, 2023 | $ (247) | $ 3 | $ (316,800) | ||||||||||||||||||
Balance (in shares) at Dec. 31, 2023 | 3,416,000 | 3,416,000 | |||||||||||||||||||
Balance at Dec. 31, 2023 | $ 2,203 | $ 317,103 | $ (553) | $ 346 | |||||||||||||||||
Temporary Equity Shares Ending Balance at Dec. 31, 2023 | $ 1,857 | ||||||||||||||||||||
Balance, shares at Dec. 31, 2023 | 5,000 | 15,000 | 5,000 | ||||||||||||||||||
[1] The intrinsic value calculation does not include negative values. This can occur when the fair market value on the reporting date is less than the exercise price of a grant. |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | |||
Net loss | $ (20,632) | $ (28,634) | $ (16,158) |
Adjustments to reconcile net loss to net cash and cash equivalents used in operating activities: | |||
Depreciation | 2,798 | 497 | 400 |
Provision for bad debts | 533 | 40 | (202) |
Provision for inventory excess and obsolescence | 715 | 1,312 | (275) |
Inventory write-offs and disposals | 0 | 1,486 | (122) |
Amortization of debt issuance costs | 426 | 1,196 | 515 |
Patent litigation mark-to-market | 0 | 0 | 315 |
Change in fair value of warrants | (494) | 0 | 0 |
Issuance Of Restricted Shares | 0 | 109 | 164 |
Issuance costs for warrants | 447 | 0 | 0 |
Stock-based compensation | 1,232 | 2,303 | 1,662 |
Gain on debt forgiveness | 0 | 0 | (3,014) |
Gain on disposal of fixed assets | (141) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 201 | (1,643) | (978) |
Inventory | 969 | (5,754) | (1,375) |
Prepaid expenses and other current assets | 1,527 | (1,135) | 285 |
Accounts payable and accrued liabilities | (1,851) | 3,521 | 1,765 |
Deferred revenue | 179 | (59) | 308 |
Net cash and cash equivalents used in operating activities | (14,091) | (26,761) | (16,710) |
Cash Flows from Investing Activities: | |||
Purchases of property, plant, and equipment | (1,311) | (3,727) | (707) |
Proceeds from disposal of property, plant, and equipment | 182 | 0 | 0 |
Net cash and cash equivalents used in investing activities | (1,129) | (3,727) | (707) |
Cash Flows from Financing Activities: | |||
Gross proceeds | 9,553 | 5,602 | 14,420 |
Proceeds from the sale of Convertible Preferred Stock, net of fees | 5,490 | 0 | 0 |
Proceeds from the sale of warrants, net of fees | 1,743 | 0 | 0 |
Principal payment on loan | (165) | (1,000) | 0 |
Payments of equity offering costs | 0 | 0 | (1,135) |
Payments of debt issuance costs | 0 | 0 | (25) |
Proceeds from the exercise of common stock warrants | 114 | 1 | 16,562 |
Procees from the exercise of preferred share warrants | 699 | 0 | 0 |
Proceeds from exercise of stock options | 0 | 0 | 132 |
Net cash and cash equivalents provided by financing activities | 17,434 | 4,603 | 29,954 |
Effect of exchange rate changes | 171 | (109) | (238) |
Increase (decrease) in cash and cash equivalents | 2,385 | (25,994) | 12,299 |
Cash, cash equivalents and restricted cash, beginning of year | 4,181 | 30,175 | 17,876 |
Cash, cash equivalents and restricted cash, end of year | 6,566 | 4,181 | 30,175 |
Supplemental cash flow disclosure: | |||
Cash paid for interest | 1,918 | 1,519 | 1,771 |
Cash received for interest | 9 | 26 | 56 |
Cash paid for income taxes | 41 | 59 | 171 |
Cash paid for operating leases | 302 | 254 | 246 |
Non-cash settlement of liability | 0 | 0 | 510 |
Non-cash right-of-use assets obtained in exchange for lease obligations | 483 | 574 | 150 |
Deemed dividend on preferred stock | 0 | 217 | 546 |
Receivable from warrants exercised and included in prepaid and other current assets | 0 | 0 | (1,498) |
Non-cash property, plant and equipment additions acquired under inventory | 2,768 | 0 | 0 |
Common stock issued upon exercise of preferred stock | $ 22,037 | $ 0 | $ 0 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ (20,632) | $ (28,634) | $ (16,158) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | NOTE 1 — BASIS OF PRESENTATION The Company BIOLASE, Inc. (“BIOLASE” and, together with its consolidated subsidiaries, the “Company”) is a leading provider of advanced laser systems for the dental industry. The Company develops, manufactures, markets, and sells laser systems that provide significant benefits for dental practitioners and their patients. The Company’s proprietary systems allow dentists, periodontists, endodontists, pediatric dentists, oral surgeons, and other dental specialists to perform a broad range of minimally invasive dental procedures, including cosmetic, restorative, and complex surgical applications. The Company’s laser systems are designed to provide clinically superior results for many types of dental procedures compared to those achieved with drills, scalpels, and other conventional instruments. Potential patient benefits include less pain, fewer shots, faster healing, decreased fear and anxiety, and fewer appointments. Potential practitioner benefits include improved patient care and the ability to perform a higher volume and wider variety of procedures and generate more patient referrals. Use of Estimates The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires the Company to make estimates and assumptions that affect amounts reported in the consolidated financial statements and the accompanying notes. Significant estimates in these consolidated financial statements include allowances on accounts receivable, inventory, and deferred taxes, as well as estimates for accrued warranty expenses, goodwill and the ability of goodwill to be realized, revenue deferrals, effects of stock-based compensation and warrants, contingent liabilities, and the provision or benefit for income taxes. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ materially from those estimates. Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market (or, if none exists, the most advantageous market) for the specific asset or liability at the measurement date (referred to as the “exit price”). The fair value is based on assumptions that market participants would use, including a consideration of non-performance risk. Under the accounting guidance for fair value hierarchy, there are three levels of measurement inputs. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable, either directly or indirectly. Level 3 inputs are unobservable due to little or no corroborating market data. The Company’s financial instruments, consisting of cash, cash equivalents, accounts receivable, accounts payable, accrued liabilities, warrants, and the SWK Loan (as defined below) as discussed in Note 6 – Debt – Term Loan , approximate fair value because of the relative short maturity of these items and the market interest rates the Company could currently obtain. Concentration of Credit Risk, Interest Rate Risk and Foreign Currency Exchange Rate Financial instruments which potentially expose the Company to a concentration of credit risk consist principally of cash and cash equivalents, and trade accounts receivable. The Company maintains its cash and cash equivalents with established commercial banks. At times, balances may exceed federally insured limits. To minimize the risk associated with trade accounts receivable, management performs ongoing credit evaluations of customers’ financial condition and maintains relationships with the Company’s customers that allow management to monitor current changes in business operations so the Company can respond as needed. The Company does not, generally, require customers to provide collateral before it sells them its products. However, the Company has required certain distributors to make prepayments for significant purchases of products. Substantially all of the Company’s revenue is denominated in U.S. dollars, including sales to international distributors. Only a small portion of its revenue and expenses is denominated in foreign currencies, principally the Euro and Indian Rupee. The Company’s foreign currency expenditures primarily consist of the cost of maintaining offices, consulting services, and employee-related costs. During the years ended December 31, 2023, 2022, and 2021, the Company did not enter into any hedging contracts. Future fluctuations in the value of the U.S. dollar may affect the price competitiveness of the Company’s products outside the U.S. Liquidity and Management’s Plans The Company incurred losses from operations of $ 17.9 million , $ 25.3 million , and $ 16.4 million for the years ended December 31, 2023, 2022, and 2021, respectively, and has not generated positive net cash from operations for the same periods. As of December 31, 2023, the Company had working capital of approximately $ 5.2 million . The Company’s principal sources of liquidity consisted of approximately $ 6.6 million in cash and cash equivalents and $ 5.5 million of net accounts receivable. As of December 31, 2022, the Company had working capital of approximately $ 11.2 million , $ 4.2 million in cash and cash equivalents and $ 5.8 million of net accounts receivable. The increase in cash and cash equivalents since December 31, 2022 was primarily due $ 8.5 million net proceeds from the January 2023 public offering, $ 3.7 million net proceeds from the May 2023 public offering, $ 3.5 million net proceeds from the September 2023 public offering, $ 1.1 million for the December 2023 public offering, and $ 0.8 million proceeds from the exercise of warrants. This increase was partially offset by cash used in operating activities of $ 14.1 million and $ 1.3 million in capital expenditur es. Refer to Note 8 – Convertible Redeemable Preferred Stock and Stockholders’ Equity (Deficit) for additional information on these common stock issuances and warrant exercises. The Company’s recurring losses, level of cash used in operations, potential need for additional capital, and the uncertainties surrounding our ability to raise additional capital, raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. In order for the Company to continue operations beyond the next 12 months and be able to discharge its liabilities and commitments in the normal course of business, the Company must increase sales of its products, control or potentially reduce expenses and establish profitable operations in order to generate cash from operations or obtain additional funds when needed. Although the Company received net proceeds of approximately $ 16.8 million from public offerings in 2023, the Company may still have to raise additional capital in the future. Additional capital requirements may depend on many factors, including, among other things, the rate at which the Company’s business grows, demands for working capital, manufacturing capacity, continued Nasdaq listing requirements, and any acquisitions that the Company may pursue. The Company expects that it will be required to raise capital through either equity or debt offerings. The Company cannot provide assurance that it will be able to successfully enter into any such equity or debt financings in the future or that the required capital would be available on acceptable terms, if at all, or that any such financing activity would not be dilutive to its’ stockholders. We intend to attempt to take actions to restore our compliance with Nasdaq’s listing requirements, but we can provide no assurance that we will be able to do so. Any perception that we may not regain compliance or a delisting of our common stock by Nasdaq could adversely affect our ability to attract new investors, decrease the liquidity of the outstanding shares of our common stock, reduce the price at which such shares trade and increase the transaction costs inherent in trading such shares with overall negative effects for our stockholder. In addition, delisting of our common stock from Nasdaq could deter broker-dealers from making a market in or otherwise seeking or generating interest in our common stock, and might deter certain institutions and persons from investing in our common stock. In the event of a de-listing, we would take actions to restore our compliance with the Nasdaq listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq listing requirements. 2022 Reverse Stock Split At the 2022 annual meeting of BIOLASE stockholders (the "2022 Annual Meeting"), BIOLASE stockholders approved an amendment to BIOLASE’s Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to effect a reverse stock split of BIOLASE common stock, at a ratio ranging from one-for-two (1:2) to one-for-twenty-five (1:25), with the final ratio to be determined by the Board. Immediately after the 2022 Annual Meeting, the Board approved a one-for-twenty-five (1:25) reverse stock split of the outstanding shares of BIOLASE common stock (the “2022 Reverse Stock Split”). On April 28, 2022, BIOLASE filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock Split, which became effective on April 28, 2022. The amendment did not change the number of authorized shares of BIOLASE common stock. 2023 Reverse Stock Split At a special meeting of BIOLASE stockholders held on July 20, 2023 (the "special meeting"), BIOLASE stockholders approved an amendment to BIOLASE’s Restated Certificate of Incorporation, as amended, to effect a reverse stock split of BIOLASE common stock, at a ratio between one-for-two (1:2) and one-for-one hundred (1:100). Immediately after the special meeting, BIOLASE's board of directors approved a one-for-one hundred (1:100) reverse stock split of the outstanding shares of BIOLASE common stock (the “2023 Reverse Stock Split”). On July 26, 2023, BIOLASE filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the 2023 Reverse Stock Split, which became effective on July 27, 2023. The amendment did not change the number of authorized shares of BIOLASE common stock. Except as the context otherwise requires, all common stock share numbers, share price amounts (including exercise prices, conversion prices, and closing market prices), shares issued upon the conversion of preferred shares, and shares issued upon the exercise of warrants contained in the consolidated financial statements and n otes thereto have been retroactively adjusted to reflect the 2022 Reverse Stock Split and the 2023 Reverse Stock Split. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased, as cash equivalents. Cash equivalents are carried at cost, which approximates fair market value. Inventory The Company values inventory at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. The carrying value of inventory is evaluated periodically for excess quantities and obsolescence. Management evaluates quantities on hand, physical condition, and technical functionality as these characteristics may be impacted by anticipated customer demand for current products and new product introductions. The allowance is adjusted based on such evaluation, with a corresponding provision included in cost of revenue. Abnormal amounts of idle facility expenses, freight, handling costs and wasted material are recognized as current period charges, and the Company’s allocation of fixed production overhead is based on the normal capacity of its production facilities. Property, Plant, and Equipment Property, plant, and equipment is stated at acquisition cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Upon sale or disposition of assets, any gain or loss is included in the consolidated statements of operations. The cost of property, plant, and equipment is depreciated using the straight-line method over the following estimated useful lives of the respective assets, except for leasehold improvements, which are depreciated over the lesser of the estimated useful lives of the respective assets or the related lease terms. Building 30 years Leasehold improvements 3 to 5 years Equipment and computers 3 to 5 years Furniture and fixtures 5 years Depreciation expense for the years ended December 31, 2023, 2022, and 2021 totaled $ 2.8 million , $ 0.5 million and $ 0.4 million , respectively. Refer to Note 3 - Supplementary Balance Sheet Information for further details. Goodwill and Other Intangible Assets Goodwill is not subject to amortization but is evaluated for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired. The Company operates in one reporting segment and reporting unit; therefore, goodwill is tested for impairment at the consolidated level against the fair value of the Company. The fair value of a reporting unit refers to the amount at which the unit as a whole could be bought or sold in a current transaction between willing parties. Quoted market prices in active markets are the best evidence of fair value and are used as the basis for measurement, if available. Management assesses potential impairment on an annual basis and compares the Company’s market capitalization to its carrying amount, including goodwill. A significant decrease in the Company’s stock price could indicate a material impairment of goodwill which, after further analysis, could result in a material charge to operations. Inherent in the Company’s fair value determinations are certain judgments and estimates, including projections of future cash flows, the discount rate reflecting the inherent risk in future cash flows, the interpretation of current economic indicators and market valuations, and strategic plans with regard to operations. A change in these underlying assumptions could cause a change in the results of the tests, which could cause the fair value of the reporting unit to be less than its respective carrying amount. Costs incurred to acquire and successfully defend patents, and costs incurred to acquire trademarks and trade names are capitalized. Costs related to the internal development of technologies that are ultimately patented are expensed as incurred. Intangible assets, except those determined to have an indefinite life, are amortized using the straight-line method or over management’s best estimate of the pattern of economic benefit over the estimated useful life of the assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Long-Lived Assets The carrying values of long-lived assets are reviewed when indicators of impairment, such as reductions in demand or significant economic slowdowns, are present. Reviews are performed to determine whether carrying value of an asset is impaired based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using discounted expected future cash flows. Impairment is based on the excess of the carrying amount over the fair value of those assets. Convertible Redeemable Preferred Stock The Company classifies convertible preferred stock that is redeemable at the stockholder’s discretion as mezzanine equity. On May 24, 2023, the Company consummated the sale of 175,000 Units (the "Units") with each Unit consisting of (A) one share of BIOLASE Series H Convertible Redeemable Preferred Stock, par value $ 0.001 per share and a stated value equal to $ 50.00 (the “Series H Convertible Preferred Stock”), and (B) one warrant ( the “Series H Warrants”) to purchase one-half of one ( 0.50 ) share of Series H Convertible Preferred Stock, at a price to the public of $ 26.00 per Unit, less underwriting discounts and commissions. Each share of the Series H Preferred Stock is convertible into approximately 3.58 shares of BIOLASE common stock upon exercise. During the year ended December 31, 2023 40,000 Series H Warrants were exercised to 20,000 Series H Convertible Preferred Stock, and 190,000 Series H Convertible Preferred Stock were converted into approximately 679,542 shares of BIOLASE common stock. Upon exercise of the Series H Warrants to Series H Convertible Preferred Stock, the Company recorded an increase to Mezzanine Equity of approximately $ 1.4 million. Upon conversion of the Series H Convertible Preferred Stock to BIOLASE common stock, the Company recorded approximately $ 13.2 million for common stock, with no charge in retained earnings. As of December 31, 2023 , there were 5,000 shares of Series H Convertible Preferred Stock issued and outstanding, and an additional 67,500 Series H Convertible Preferred Stock issuable upon the exercise of Series H Warrants. Additional details are discussed further in Note 8 to these consolidated financial statements. On September 13, 2023, the Company consummated the sale of 75,000 Units (the "Units") with each Unit consisting of (A) one share of BIOLASE Series J Convertible Redeemable Preferred Stock, par value $ 0.001 per share and a stated value equal to $ 100.00 (the “Series J Convertible Preferred Stock”), and (B) one warrant ( the “Series J Warrants”) to purchase one-half of one ( 0.50 ) share of Series J Convertible Preferred Stock, at a price to the public of $ 60.00 per Unit, less underwriting discounts and commissions. Each share of the Series J Preferred Stock is convertible into approximately 30.67 shares of BIOLASE common stock upon exercise. During the year ended December 31, 2023 5,960 Series J Warrants were exercised to 2,980 Series J Convertible Preferred Stock, 3,091 Series J Convertible Preferred Stock were issued upon PIK dividends, and 66,465 Series J Convertible Preferred Stock were converted into approximately 2,038,804 shares of BIOLASE common stock. Upon exercise of the Series J Warrants to Series J Convertible Preferred Stock, the Company recorded an increase to Mezzanine Equity of approximately $ 0.4 million. Upon conversion of the Series J Convertible Preferred Stock to BIOLASE common stock, the Company recorded approximately $ 8.9 million for common stock, with no charge in retained earnings. As of December 31, 2023 , there were 14,606 shares of Series J Convertible Preferred Stock issued and outstanding and an additional 34,520 Series J Convertible Preferred Stock issuable upon the exercise of Series J Warrants. Additional details are discussed further in Note 8 to these consolidated financial statements. Other Comprehensive (Loss) Income Other comprehensive (loss) income encompasses the change in equity from transactions and other events and circumstances from non-owner sources and is included as a component of stockholders’ equity (deficit) but is excluded from net (loss) income. Accumulated other comprehensive (loss) income is comprised of foreign currency translation adjustments. Foreign Currency Translation and Transactions Transactions of the Company’s German, Spanish, Australian, and Indian subsidiaries are denominated in their local currencies which have been determined to be their functional currencies. The results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at end-of-period exchange rates. Translation gains or losses are shown as a component of accumulated other comprehensive (loss) income in stockholders’ equity (deficit). Income and losses resulting from foreign currency transactions which are denominated in a currency other than the entity’s functional currency, are included in the consolidated statements of operations. Revenue Recognition Contracts with Customers Revenue for sales of products and services is derived from contracts with customers. The products and services promised in customer contracts include delivery of laser systems and consumables as well as certain ancillary services such as training and extended warranties. Contracts with each customer generally state the terms of the sale, including the description, quantity and price of each product or service. Payment terms are stated in the contract and vary according to the arrangement. Because the customer typically agrees to a stated rate and price in the contract that does not vary over the life of the contract, the Company’s contracts do not contain variable consideration. The Company establishes a provision for estimated warranty expense. Performance Obligations At contract inception, the Company assesses the products and services promised in its contracts with customers. The Company then identifies performance obligations to transfer distinct products or services to the customers. In order to identify performance obligations, the Company considers all of the products or services promised in contracts regardless of whether they are explicitly stated or are implied by customary business practices. Revenue from products and services transferred to customers at a single point in time accounted for 89 %, 88 %, and 88 % of net revenue for the years ended December 31, 2023, 2022, and 2021, respectively. The majority of the Company’s revenue recognized at a point in time is for the sale of laser systems and consumables. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product which generally coincides with title transfer during the shipping process. Revenue from services transferred to customers over time accounted for 11 %, 12 %, and 12 % of net revenue for the years ended December 31, 2023, 2022, and 2021, respectively. The majority of our revenue that is recognized over time relates to product training and extended warranties. Deferred revenue attributable to undelivered elements, which primarily consists of product training, totaled $ 0.4 million as of December 31, 2023 and 2022, respectively. Transaction Price Allocation The transaction price for a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in a contract. The primary method used to estimate standalone selling price is the observable price when the good or service is sold separately in similar circumstances and to similar customers. Significant Judgments Revenue is recorded for extended warranties over time as the customer benefits from the warranty coverage. This revenue will be recognized equally throughout the contract period as the customer receives benefits from the Company's promise to provide such services. Revenue is recorded for product training as the customer attends a training program or upon the expiration of the obligation, which is generally after six months. The Company also has contracts that include both the product sales and product training as performance obligations. In those cases, the Company records revenue for product sales at the point in time when the product has been shipped. The customer obtains control of the product when it is shipped, as all shipments are made FOB shipping point, and after the customer selects its shipping method and pays all shipping costs and insurance. The Company has concluded that control is transferred to the customer upon shipment. Accounts Receivable Accounts receivable are stated at estimated net realizable value. The allowance for doubtful accounts is based on an analysis of customer accounts and the Company’s historical experience with accounts receivable write-offs. Contract Liabilities The Company performs its obligations under a contract with a customer by transferring products and/or services in exchange for consideration from the customer. The Company typically invoices its customers as soon as control of a good and/or service is transferred and a receivable for the Company is established. The Company, however, recognizes a contract liability when a customer prepays for goods and/or services and the Company has not transferred control of the goods and/or services. The opening and closing balances of the Company’s contract liabilities are as follows (in thousands): December 31, 2023 2022 Undelivered elements (training and installation) $ 449 $ 447 Extended warranty contracts 2,259 2,082 Total deferred revenue 2,708 2,529 Less: long-term portion of deferred revenue ( 256 ) ( 418 ) Deferred revenue – current $ 2,452 $ 2,111 The balance of contract assets was immaterial as the Company did not have a significant amount of uninvoiced receivables as of December 31, 2023 and 2022. The amount of revenue recognized during the years ended December 31, 2023 and 2022 that was included in the opening contract liability balance related to undelivered e lements was $ 0.4 million and $ 0.8 million, respectively. The revenue recognized during the year related to the opening extended warranty contracts balance was $ 1.3 million and $ 1.4 million, for the years ended December 31, 2023 and 2022, respectively. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. The Company determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors. The Company’s revenues related to the following geographic areas were as follows (in thousands): Years Ended December 31, 2023 2022 2021 United States $ 33,883 $ 33,876 $ 25,384 International 15,281 14,586 13,804 Net Revenue $ 49,164 $ 48,462 $ 39,188 Information regarding revenues disaggregated by the timing of when goods and services are transferred is as follows (in thousands): Years Ended December 31, 2023 2022 2021 Revenue recognized over time $ 5,525 $ 5,697 $ 4,709 Revenue recognized at a point in time 43,639 42,765 34,479 Net Revenue $ 49,164 $ 48,462 $ 39,188 The Company’s sales by end market is as follows (in thousands): Years Ended December 31, 2023 2022 2021 End-customer $ 33,883 $ 33,876 $ 25,384 Distributors 15,281 14,586 13,804 Net Revenue $ 49,164 $ 48,462 $ 39,188 Shipping and Handling Costs and Revenues Shipping and freight costs are treated as fulfillment costs. For shipments to end-customers, the customer bears the shipping and freight costs and has control of the product upon shipment. For shipments to distributors, the distributor bears the shipping and freight costs, including insurance, tariffs and other import/export costs. Provision for Warranty Expense The Company provides warranties against defects in materials and workmanship of its laser systems for specified periods of time. For the years ended December 31, 2023, 2022, and 2021 , domestic sales of the Waterlase laser systems were covered by the warranty for a period of up to one year and diode systems were covered by the warranty for a period of up to two years from the date of sale by the Company or the distributor to the end-user. Laser systems sold internationally are covered by the warranty for a period of up to 24 months from the date of sale to the international distributor. Estimated warranty expenses are recorded as an accrued liability with a corresponding provision to cost of revenue. This estimate is recognized concurrent with the recognition of revenue on the sale to the distributor or end-user. Warranty expenses expected to be incurred after one year from the time of sale to the distributor are classified as a long-term warranty accrual. The Company’s overall accrual is based on its historical experience and management’s expectation of future conditions, taking into consideration the location and type of customer and the type of laser, which directly correlate to the materials and components under warranty, the duration of the warranty period, and the logistical costs to service the warranty. Additional factors that may impact the Company’s warranty accrual include changes in the quality of materials, leadership and training of the production and services departments, knowledge of the lasers and workmanship, training of customers, and adherence to the warranty policies. Additionally, an increase in warranty claims or in the costs associated with servicing those claims would likely result in an increase in the accrual and a decrease in gross profit. The current portion of the warranty accrual is included within accrued liabilities. Changes in the initial product warranty accrual and the expenses incurred under the Company’s initial and extended warranties were as follows (in thousands): Years Ended December 31, 2023 2022 2021 Balance, beginning of period $ 1,653 $ 1,086 $ 1,132 Provision for estimated warranty cost 3,733 3,639 1,747 Warranty expenditures ( 3,472 ) ( 3,072 ) ( 1,793 ) Balance, end of period 1,914 1,653 1,086 Less: long-term portion of warranty accrual 593 360 521 Current portion of warranty accrual $ 1,321 $ 1,293 $ 565 Advertising Costs Advertising costs are expensed as incurred an d totaled $ 0.8 million, $ 1.5 million and $ 1.4 million for th e years ended December 31, 2023, 2022, and 2021 , respectively. Engineering and Development Engineering and development expenses are generally expensed as incurred and consist of engineering personnel salaries and benefits, prototype supplies, contract services, and consulting fees related to product development. Stock-Based Compensation During the years ended December 31, 2023, 2022, and 2021 , the Company recognized compensation cost related to share-based payments of $ 1.2 million, $ 2.3 million, and $ 1.7 million, resp ectively, based on the grant-date fair value. As of December 31, 2023 and December 31, 2022 approximately $ 0.6 million and $ 0.2 million of the stock compensation cost related to performance-based awards was recognized as a liability, respectively. The following table summarizes the income statement classification of compensation expense associated with share-based payments (in thousands): Years Ended December 31, 2023 2022 2021 Cost of revenue $ 29 $ 154 $ 156 Sales and marketing 423 576 367 General and administrative 681 1,368 820 Engineering and development 99 205 319 Total $ 1,232 $ 2,303 $ 1,662 As of December 31, 2023 and 2022, t he Company had $ 0.4 million and $ 1.0 million, respectively, of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements granted under its existing plans. The expense is expected to be recognized over a weighted-average perio d of 1.1 years as of December 31, 2023. Stock-based compensation expense is estimated at the grant date of the award, is based on the fair value of the award and is recognized ratably over the requisite service period of the award. For restricted stock units (“RSUs”) the Company estimates the fair value of the award based on the number of awards and the fair value of BIOLASE common stock on the grant date, and applies an estimated forfeiture rate. For stock options, the Company estimates the fair value of the option award using the Black-Scholes option pricing model. This option-pricing model requires the Company to make several assumptions regarding the key variables used to calculate the fair value of its stock options. The risk-free interest rate used is based on the U.S. Treasury yield curve in effect for the expected lives of the options at their grant dates. Since July 1, 2005, the Company has used a dividend yield of zero, as it does not intend to pay cash dividends on its common stock in the foreseeable future. The most critical assumptions used in calculating the fair value of stock options is the expected life of the option and the expected volatility of BIOLASE common stock. The expected life is calculated in accordance with the simplified method, whereby for service-based awards the expected life is calculated as a midpoint between the vesting date and expiration date. The Company uses the simplified method, as there is not a sufficient history of share option exercises. For performance-based awards, the expected life equals the life of the award. Management believes that the historic volatility of the BIOLASE common stock is a reliable indicator of future volatility, and accordingly, a stock volatility factor based on the historical volatility of the BIOLASE common stock over a lookback period of the expected life is used in approximating the estimated volatility of new stock options. Compensation expense is recognized using the straight-line method for all service-based employee awards and graded amortization for all performance-based awards. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on historical experience and future expectations. Forfeitures are estimated at the time of the grant and revised in subsequent periods as actual forfeitures differ from those estimates. The Company applie d forfeiture rates of 7.87 %, 30.38 %, and 40.18 % to awards granted during the year ended December 31, 2023 depending on the vesting terms and position of the grantee. The Company’s forfeiture rates applied to awards granted during the year ended December 31, 2022 w ere 10.87 %, 10.91 %, 28.25 % and 37.49 % and during the year ended December 31, 2021 , were 10.91 %, 25.91 %, 40.21 % and 49.45 %, respectively. The stock option fair values were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Years Ended December 31, 2023 2022 2021 Expected term (years) N/A N/A 6.1 Volatility N/A N/A 111 % Annual dividend per share N/A N/A $ — Risk-free interest rate N/A N/A 1.0 % There were no stock options granted during the years ended December 31, 2023 and 2022 . Income Taxes Based upon the Company’s operating losses during 2023, 2022, and 2021 and the available evidence, management has determined that it is more likely than not that the deferred tax assets as of December 31, 2023 will not be realized in the near term. Consequently, we have established a valuation allowance against our net deferred tax asset totaling $ 35.8 million and $ 31.2 million as of December 31, 2023 and 2022, respectively. In this determination, we considered factors such as our earnings history, future projected earnings, and tax planning strategies. If sufficient evidence of our ability to generate sufficient future taxable income tax benefits becomes apparent, we may reduce our valuation allowance, resulting in tax benefits in our statement of operations and in additional paid-in-capital. Management evaluates the potential realization of our deferred tax assets and assesses the need for reducing the valuation allowance periodically. The company has elected to treat interest any penalties associated with uncertain tax positions as a component of income tax expense. Net Loss Per Share — Basic and Diluted Basic net loss per share is computed by dividing loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. In computing diluted net loss per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities. Net loss is adjusted for any deemed dividends to preferred stockholders to compute income available to common stockholders. Outstanding stock options, restricted stock units, preferred shares, and warrants to purchase approximately 4,061,000 , 27,000 , and 9,000 shares were not included in the calculation of diluted loss per share amounts for the years ended December 31, 2023, 2022, and 2021 , respectively, as their effect would have been anti-dilutive. Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. Accounting Standards Recently Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope and to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company is required to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The Company adopted this guidance effective January 1, 2023, and the adoption of this standard did not have a significant impact on its consolidated financial statements. Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures , to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that are significant and (3) amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively in 2025. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, since the amendments require only enhancement of existing income tax disclosures in the footnotes to the Company’s consolidated financial statements. |
Supplementary Balance Sheet Inf
Supplementary Balance Sheet Information | 12 Months Ended |
Dec. 31, 2023 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Balance Sheet Information | NOTE 3 — SUPPLEMENTARY BALANCE SHEET INFORMATION Accounts Receivable, net: Accounts receivable is net of allowances for doubtful accounts of $ 0.2 million and $ 2.2 million as of December 31, 2023 and 2022 , respectively, and net of sales returns of $ 0.3 million as of December 31, 2023 and 2022. Inventory: December 31, (in thousands): 2023 2022 Raw materials $ 6,168 $ 6,697 Work-in-process 1,299 1,871 Finished goods 3,966 7,316 Inventory $ 11,433 $ 15,884 Inventory includes write-downs for excess and obsolete inventory totaling $ 2.5 million and $ 2.2 million as of December 31, 2023 and 2022 , respectively. Write-downs for excess and obsolete inventory resulted in expense of $ 0.7 million, $ 2.8 million and $ 0.3 million during the years ended December 31, 2023, 2022, and 2021, respectively. Prepaid expenses and other current assets: December 31, (in thousands): 2023 2022 Prepaid insurance $ 588 $ 662 Prepaid inventory 238 1,225 Other 555 1,166 Prepaid expenses and other current assets $ 1,381 $ 3,053 Property, Plant, and Equipment, net: December 31, (in thousands): 2023 2022 Building $ 205 $ 199 Leasehold improvements 1,251 464 Equipment and computers 14,628 8,566 Furniture and fixtures 519 475 Construction in progress 92 2,957 Total property, plant, and equipment before depreciation and land 16,695 12,661 Less: accumulated depreciation ( 11,330 ) ( 8,538 ) Total property, plant, and equipment, net before land 5,365 4,123 Land 160 155 Property, plant, and equipment, net $ 5,525 $ 4,278 The Company did no t recognize any impairments on property, plant, and equipment during the years ended December 31, 2023, 2022 and 2021. During the year ended December 31, 2023 , the Company revised its accounting for laser equipment transferred as part of its marketing efforts to potential customers and other sales representatives without any payment. As a result, a cumulative adjustment of $ 0.8 million was recorded to depreciation expense in the year ended December 31, 2023. Accrued Liabilities: December 31, (in thousands): 2023 2022 Payroll and benefits $ 3,343 $ 4,674 Preferred stock warrant liability 1,363 — Warranty accrual, current portion 1,321 1,293 Operating lease liability 888 638 Accrued insurance premium 473 490 Taxes 452 432 Accrued professional services 422 591 Other 619 1,092 Accrued liabilities $ 8,881 $ 9,210 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets And Goodwill | NOTE 4 — INTANGIBLE ASSETS AND GOODWILL The Company conducted its annual impairment test of goodwill as of September 30 and determined that there was no impairment. The Compan y also tests its intangible assets subject to amortization and goodwill between the annual impairment test if events occur or circumstances change that would more likely than not reduce the fair value of the Company or its assets below their carrying amounts. For intangible assets, the Company performs its impairment test when indicators, such as reductions in demand or significant economic slowdowns, are present. During the fourth quarter ended December 31, 2023, due to the sustained decrease in the stock price of BIOLASE common stock decreasing the implied fair value of the business, the Company performed a quantitative assessment of impairment over goodwill and determined that there was no impairment to our goodwill. Goodwill was valued using an equally weighted income approach and market approach. The unobservable inputs utilized in determining the fair value of the goodwill, which is categorized as a Level 3 instrument, are the discount rate of 19.1 % and various revenue growth rates utilized in the financial forecast of future cash flows. There were no events that triggered further impairment testing of the Company’s intangible assets and goodwill during the years ended December 31, 2022 and 2021. As of December 31, 2023 and 2022 , the Company had goodwill (indefinite life) of $ 2.9 million. As of December 31, 2023 and 2022 , all intangible assets subject to amortization have been fully amortized and there was no amortization expense for the respective years. The following table presents the details of the Company’s intangible assets, related accumulated amortization and goodwill (in thousands): As of December 31, 2023 and 2022 Gross Accumulated Amortization Impairment Carrying Value Patents ( 4 - 10 years ) $ 1,914 $ ( 1,914 ) $ — $ — Trademarks ( 6 years ) 69 ( 69 ) — — Other ( 4 to 6 years ) 817 ( 817 ) — — Total $ 2,800 $ ( 2,800 ) $ — $ — Goodwill ( indefinite life ) $ 2,926 $ 2,926 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 5 — INCOME TAXES The Company accounts for income taxes under the asset and liability method, whereby deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Management evaluates the need to establish a valuation allowance for deferred tax assets based upon the amount of existing temporary differences, the period in which they are expected to be recovered, and expected levels of taxable income. A valuation allowance to reduce deferred tax assets is established when it is “more likely than not” that some or all of the deferred tax assets will not be realized. Management has determined that a full valuation allowance against the Company’s net deferred tax assets is appropriate. The following table presents the current and deferred provision for income taxes for the years ended December 31 (in thousands): 2023 2022 2021 Current: Federal $ — $ — $ — State 15 40 17 Foreign 15 70 47 30 110 64 Deferred: Federal — — — State — — — Foreign 1 ( 1 ) 1 1 ( 1 ) 1 $ 31 $ 109 $ 65 The provision for income taxes differs from the amount that would result from applying the federal statutory rate as follows for the years ended December 31: 2023 2022 2021 Statutory regular federal income tax rate ( 21.0 ) % ( 21.0 ) % ( 21.0 ) % Change in valuation allowance 21.9 % ( 92.8 ) % 34.2 % State tax benefit (net of federal benefit) ( 4.0 ) % ( 3.9 ) % ( 4.8 ) % Research credits — % — % ( 0.6 ) % Foreign amounts with no tax benefit 0.1 % 0.1 % — % Non-deductible expenses 2.4 % 0.6 % ( 4.2 ) % Effect of change in rate ( 0.4 ) % 4.5 % — % Expired net operating loss carryforwards — % — % — % Net operating loss 382 write-offs — % 113.4 % — % Effect of prior year true-ups 0.1 % ( 1.2 ) % ( 4.3 ) % Other 1.0 % 0.6 % 1.1 % Total 0.1 % 0.3 % 0.4 % The components of the deferred income tax assets and liabilities as of December 31 (in thousands): 2023 2022 Capitalized intangible assets for tax purposes $ ( 38 ) $ ( 38 ) Reserves not currently deductible 1,353 2,409 Deferred revenue 65 106 Stock options 1,382 1,500 State taxes 5 6 Income tax credits 1,498 1,496 Inventory 1,179 1,024 Property and equipment ( 591 ) 186 Unrealized gain on foreign currency ( 10 ) 113 Disallowed interest 2,726 2,167 Lease liability 416 475 Capitalized research or experimental expenses 1,601 1,456 Net operating losses 27,476 21,665 Total deferred tax assets 37,062 32,565 Valuation allowance ( 35,806 ) ( 31,235 ) Net deferred tax assets 1,256 1,330 Capitalized intangible assets ( 668 ) ( 664 ) Right of use asset ( 380 ) ( 442 ) Other ( 167 ) ( 190 ) Total deferred tax liabilities ( 1,215 ) ( 1,296 ) Net deferred tax assets $ 41 $ 34 Based upon the Company’s operating losses incurred for each of the years ended December 31, 2023, 2022, and 2021 and the available evidence, the Company has established a valuation allowance against its net deferred tax assets in the amou nt of $ 35.8 million as of December 31, 2023. Management considered factors such as the Company’s earnings history, future projected earnings, and tax planning strategies. If sufficient evidence of the Company’s ability to generate sufficient future taxable income tax benefits becomes apparent, the valuation allowance may be reduced, thereby resulting in tax benefits in the statement of operations and additional paid-in-capital. Management evaluates the potential realization of the Company’s deferred tax assets and assesses the need for reducing the valuation allowance periodically. As of December 31, 2023 , the Company had net operating loss (“NOL”) carryforwards for federal and state purposes of approximately $ 110 million and $ 80 million, respectively. For NOLs generated before December 31, 2018, the carryforward period is 20 years while NOLs generated after December 31, 2018 can be carried forward indefinitely. All NOLs generated before December 31, 2018 will expire by 2038 . The Company’s ability to utilize its net operating loss carryforwards, tax credits, and built-in items of deduction, including capitalized start-up costs and research and development costs, has been, and may continue to be substantially limited due to ownership changes. These ownership changes limit the amount of net operating loss carryforwards, credits and built-in items of deduction that can be utilized annually to offset future taxable income. In general, an ownership change, as defined in IRC Section 382, results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain stockholders or public groups. The amount of the annual limitation is determined based on the value of the Company immediately prior to the ownership change. Subsequent ownership changes may further affect the limitation in future years. If limited, the related tax asset would be removed from the deferred tax asset schedule with a corresponding reduction in the valuation allowance. The Company has established a valuation allowance as the realization of such deferred tax assets has not met the more likely than not threshold requirement. Due to the existence of the valuation allowance, further changes in the Company’s unrecognized tax benefits will not impact the Company’s effective tax rate. For the year ended December 31, 2022, the Company completed an assessment of the available net operating loss and tax credit carryforwards under Section 382 and 383 and determined that the Company underwent three ownership changes during the period from 2000 to 2022 on (i) August 8, 2016, (ii) June 8, 2020 and (iii) January 20, 2021. As a result, net operating loss and tax credit carryforwards attributable to the pre-ownership changes are subject to substantial annual limitations under Section 382 and 383 of Code due to the ownership changes. This resulted in a reduction of available gross federal and state net operating loss carryforwards of approximately $ 123.3 million and $ 72.6 million, respectively. This also resulted in a reduction of federal tax R&D credit carryforwards of approximately $ 2 million related to the years ended December 31, 2021 and prior. The Company is in process of completing an assessment of the available net operating loss and tax credit carryforwards as of December 31, 2023 to account for the ownership changes that occurred during the year. Upon finalization of the assessment, the Company will record adjustments to its NOL and credit carryforwards to the extent required. Considering the indefinite carryforward periods of its remaining NOLs and tax credits, it is not anticipated that there would be a material adjustment to its NOL and tax credit balance. Any reduction of such tax attributes would be offset by a reduction of a valuation allowance. As of December 31, 2023 , the Company had research and development tax credit carryforwards for state purposes of approximately $ 2.1 million which will carry forward indefinitely for state purposes. The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): Balance at January 1, 2021 $ 509 Additions for tax positions related to the prior year — Lapse of statute of limitations ( 159 ) Balance at January 1, 2022 350 Additions for tax positions related to the prior year — Lapse of statute of limitations — Reduction due to section 382 limitation ( 131 ) Balance at January 1, 2023 219 Additions for tax positions related to the prior year — Lapse of statute of limitations — Balance at December 31, 2023 $ 219 The Company does no t expect to have any unrecognized tax benefits that, if recognized, would affect the effective tax rate. As of December 31, 2023 and 2022 , the Company does no t have liability for potential penalties or interest. The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company files U.S., state and foreign income tax returns in jurisdictions with varying statutes of limitations. The 2020 through 2023 tax years generally remain subject to examination by federal and most state tax authorities. In foreign jurisdictions, the 2020 through 2023 tax years remain subject to examination by their respective tax authorities. The 2017 Act subjects a U.S, stockholder to current tax on global intangible low-taxed income (GILTI) earned by certain foreign subsidiaries. The FASB Staff Q&A, Topic 740 No. 5, Accounting for Global Intangible Low-Taxed Income, states that an entity can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. We have elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. There is no inclusion of income related to GILTI in 2023 . |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 6 — DEBT The following table presents the details of the principal outstanding and unamortized discount (in thousands): December 31, 2023 2022 SWK Loan $ 14,560 $ 14,650 EIDL Loan 150 150 Discount and debt issuance costs on SWK Loan ( 663 ) ( 1,009 ) Total 14,047 13,791 Current term loans 2,265 700 Non current term loans, net of discount $ 11,782 $ 13,091 EIDL Loan On May 22, 2020, the Company executed the standard loan documents required for securing a loan (the “EIDL Loan”) from the Small Business Administration (the “SBA”) under its Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the EIDL Loan is $ 150,000 , with proceeds to be used for working capital purposes. Interest on the EIDL Loan accrues at the rate of 3.75 % per annum and installment payments, including principal and interest, are due monthly beginning in July 2021 and are payable through July 2050 . In April 2021, the SBA announced that it was extending the first payment due date for all loans until 2022 , or 24 months from the loan execution date. In March 2022, the SBA announced that it was extending the first payment due date for all loans an additional six months, or 30 months from the loan execution date. The Company began making payments on this EIDL Loan starting in November 2022. Fixed payments are first applied to any accrued interest. Term Loan On November 9, 2018, the Company entered into a five-year secured Credit Agreement (as amended, restated, and supplemented from time to time, the “Credit Agreement”) with SWK Funding, LLC (“SWK”), pursuant to which the Company has outstanding principal of $ 13.1 million (the “SWK Loan”). The Company’s obligations under the Credit Agreement are secured by substantially all of the Company’s assets. Under the terms of the Credit Agreement, repayment of the loan was interest-only for the first two years, paid quarterly with the option to extend the interest-only period. Principal repayments were to begin in the first quarter of 2021 and were approximately $ 0.7 million quarterly until the loan matured in the fourth quarter of 2023 (see below for extension discussion). The loan bore interest at the London Interbank Offered Rate (“LIBOR”) plus 10 % or another index that approximates LIBOR as close as possible if and when LIBOR no longer exists. Approximately $ 0.9 million of the proceeds from the SWK Loan were used to pay off all amounts owed to Western Alliance Bank under a previous Business Financing Agreement. The Company used the remaining proceeds to provide additional working capital to fund its growth initiatives. The Credit Agreement contains financial and non-financial covenants requiring the Company to, among other things, (i) maintain unencumbered liquid assets of (A) no less than $ 1.5 million or (B) the sum of aggregate cash flow from operations less capital expenditures, (ii) achieve certain revenue and EBITDA levels during the first two years of the loan, (iii) limit future borrowing, investments and dividends, and (iv) submit monthly and quarterly financial reporting. In connection with the SWK Loan, the Company paid approximately $ 1.0 million in debt issuance costs, for the year ended December, 31, 2018. These costs were recognized as a discount on the SWK Loan and are being amortized on a straight-line basis over the loan term which approximates the effective-interest method. In addition, as part of the SWK Loan, the Company committed to certain exit fees to be paid upon the loan maturity date in the amount of 8.0 % of the aggregate amount borrowed. As of March 31, 2019, the Company was not in compliance with certain covenants in the Credit Agreement and in May 2019, SWK granted the Company a waiver of such covenants. On May 7, 2019, the Company and SWK agreed to amend the Credit Agreement (the “First Amendment”) to increase the total commitment from $ 12.5 million to $ 15.0 million, and to revise the financial covenants to (i) adjust minimum revenue and EBITDA levels, (ii) require the Company to have a shelf registration statement declared effective by the Securities and Exchange Commission before September 30, 2019, with a proposed maximum aggregate offering price of at least $ 10.0 million if the Company does not reach set minimum revenue levels for the three-month period ended September 30, 2019, and (iii) require minimum liquidity of $ 1.5 million at all times. The First Amendment provided that if aggregate minimum revenue and EBITDA levels were not achieved by September 30, 2019, the minimum liquidity requirement would be increased to $ 3.0 million, until the Company has obtained additional equity or debt funding of no less than $ 5.0 million. The Company borrowed the additional $ 2.5 million during the year ended December 31, 2019. In connection with the First Amendment, the Company paid to SWK loan origination and other fees of approximately $ 0.1 million payable in cash and approximately $ 0.2 million in additional SWK Warrants (as defined below) to purchase the BIOLASE common stock. The Company paid an additional finder’s fee to Deal Partners Group (“DPG”) of approximately $ 0.1 million in cash and $ 0.1 million in additional DPG Warrants (the “DPG Warrants”) to purchase BIOLASE common stock. The Company accounted for the First Amendment as a modification to existing debt and as a result, recognized the amounts paid to SWK in cash and warrants as additional debt issuance costs. Amounts paid to DPG in cash and warrants relating to the First Amendment were expensed as incurred in the Company’s consolidated statement of operations for the year ended December 31, 2019. In addition, the Company committed to approximately $ 0.2 million in fees to be paid upon the loan maturity date. On September 30, 2019, the Company entered into the Second Amendment to the Credit Agreement with SWK (the “Second Amendment”), in connection with that certain Credit Agreement, by and among the Company, SWK, and the lender parties thereto. The Second Amendment amends the Credit Agreement to provide for a permitted inventory and accounts receivable revolving loan facility, secured by a first lien security interest in the Company’s inventory and accounts receivable, with a maximum principal amount of $ 5 million and with such other material terms and conditions acceptable to SWK in its commercially reasonable discretion. In addition, SWK agreed to waive the effect of the Company’s non-compliance with certain unencumbered liquid assets financial operating covenants as set forth in the Credit Agreement, and SWK agreed to forbear from exercising rights and remedies otherwise available to it in the event of such non-compliance through October 31, 2019, or earlier in the event that an additional equity or subordinated debt financing was consummated with gross proceeds of not less than $ 5 million, or in the event of a default under the Credit Agreement. On November 6, 2019, the Company agreed to further amend the Credit Agreement (the “Third Amendment”). Pursuant to the Third Amendment, SWK granted the Company a waiver of the Company’s non-compliance with certain financial covenants in the Credit Agreement. Also pursuant to the Third Amendment, the Company and SWK agreed to (i) revise financial covenants to adjust minimum revenue and EBITDA levels and (ii) remove the automatic increase of the minimum liquidity requirement based on certain aggregate minimum revenue and EBITDA levels as of September 30, 2019 (which was added pursuant to the First Amendment). In connection with the Third Amendment, the Company consolidated the SWK Warrants issued to SWK on November 9, 2018 and May 7, 2019. The price was adjusted to $ 1.00 , the impact of this was immaterial. As of December 31, 2019, the Company was not in compliance with debt covenants, and in March 2020, the Company obtained a waiver as part of a Fourth Amendment to the Credit Agreement (the “Fourth Amendment”). On May 15, 2020, the Company entered into a Fifth Amendment to the Credit Agreement (the “Fifth Amendment”). The Fifth Amendment modified the Credit Agreement by providing for minimum consolidated unencumbered liquid assets of $ 1.5 million prior to June 30, 2020 and $ 3.0 million on or after June 30, 2020; providing for a minimum aggregate revenue target of $ 41.0 million for the 12-month period ending June 30, 2020, a related waiver of such minimum revenue target in the event that the Company raised equity capital or issued subordinated debt of not less than $ 10.0 million on or prior to June 30, 2020, and quarterly revenue targets; and providing for a minimum EBITDA target of ($ 7.0 million) for the 12-month period ending June 30, 2020, a related waiver of such minimum EBIDTA target in the event that the Company raised equity capital or issued subordinated debt of not less than $ 10.0 million on or prior to June 30, 2020, and quarterly EBITDA targets. On August 12, 2020, the Company entered into a Sixth Amendment (the “Sixth Amendment”) to the Credit Agreement. Under the Sixth Amendment, the interest only period on the SWK Loan was extended through May 2022, the loan maturity date was extended to May 9, 2024, the financial covenants were amended and restated to exclude the remainder of 2020, and a $ 0.7 million repayment of the principal amount was required upon execution of the Sixth Amendment. In light of the Company's increase in working capital from the Equity Offering (as defined in Note 8 – Convertible Redeemable Preferred Stock and Stockholders’ Equity (Deficit) ) and cash received from warrants exercised, the Company entered into the Seventh Amendment to the Credit Agreement (the “Seventh Amendment”) with SWK on February 24, 2021, which provided for adjusted minimum aggregate revenue and EBITDA requirements at the end of certain periods, to the extent that the Company's liquid assets are less than $ 15 million. While the Company's liquid assets are at or above $ 15 million, no financial maintenance covenants are applicable. On November 18, 2021, the Company entered into the Eighth Amendment to the Credit Agreement (the “Eighth Amendment”) with SWK. The Eighth Amendment amended the Credit Agreement by providing for a new maturity date of May 31, 2025 , extending the interest-only period to May 2023, reducing the effective interest rate by 200 basis points , deleting the definitions of "Key Person" and "Key Person Event", and modifying the minimum aggregate revenue and EBITDA requirements at the end of certain periods, to the extent that liquid assets are less than $ 7.5 million. On June 30, 2022, the Company entered into the Ninth Amendment to the Credit Agreement (the "Ninth Amendment") with SWK, which extended the interest-only period by two quarters from May 2023 to November 2023 and lowered the required minimum unencumbered liquid assets. In connection with the Ninth Amendment, the Company prepaid $ 1.0 million of the outstanding loan balance. On December 30, 2022, the Company entered into the Tenth Amendment to the Credit Agreement (the "Tenth Amendment") with SWK, which lowered the required minimum unencumbered liquid assets. On November 15, 2023, the Company entered into the Eleventh Amendment to the Credit Agreement (the "Eleventh Amendment") with SWK, which lowered the first principal payment due on November 15, 2023 and February 15, 2024 from $ 700,000 to $ 165,000 and lowered the required minimum unencumbered liquid assets. In connection with the Eleventh Amendment, the Company committed to certain exit fees of approximately $ 0.1 million to be paid upon the loan maturity date. In connection with amendments One through Seven to the Credit Agreement, the Company paid certain amendment fees per amendment payable up-front. These fees are being amortized over the remaining life of the SWK Loan as of the date of each amendment. As of December 31, 2023, the Company was in compliance with debt covenants of the Credit Agreement. The Company recognized approximat ely $ 1.8 million, $ 2.8 million, and $ 1.7 million in interest expense related to outstanding loans for the years ended December 31, 2023, 2022 and 2021, respectively. The interest expense for the year ended December 31, 2022 includes an immaterial out of period adjustment related to certain exit fees on the term loan. The weighted-average interest rate for the year ended December 31, 2023 was approxima tely 14.3 %. The future principal and interest payments as of December 31, 2023, are as follows (in thousands): Principal Interest (1) 2024 $ 2,265 $ 1,867 2025 12,295 917 2026 — 9 2027 3 6 2028 and thereafter 147 83 Total future payments $ 14,710 $ 2,882 (1) Estimated using LIBOR rates as at December 31, 2023 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7 — COMMITMENTS AND CONTINGENCIES Leases Th e Company enters into operating leases primarily for real estate, office equipment, and fleet vehicles. Lease terms generally range from one to five years , and often include options to renew for one year . The Company leases its corporate headquarters pursuant to a lease that expires on December 31, 2025 and leases a manufacturing facility located in Corona, California, which expires on June 30, 2025 . The Company also leases additional office space and certain office equipment under various operating lease arrangements. Because the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate (“IBR”) to determine the present value of the lease payments. On January 22, 2020, the Company entered into a five-year real property lease agreement for an approximately 11,000 square foot facility in Corona, California for its manufacturing operations. The lease commenced on July 1, 2020 . On December 10, 2021, the Company entered a lease for an additional 15,000 square feet at this facility. This additional lease commenced on February 1, 2022 and ends on June 30, 2025 . On February 4, 2020, the Company also entered into a 66-month real property lease agreement for office space of approximately 12,000 square feet of office space in Lake Forest, California. The lease commenced on July 1, 2020 . On May 26, 2022, the Company entered into an additional lease at this location to expand the leased space by an additional 8,000 square feet for an additional training facility and model dental office. The additional lease commenced on March 9, 2023 . Information related to the Company’s right-of-use assets and related liabilities were as follows (in thousands): December 31, 2023 2022 Cash paid for operating lease liabilities $ 302 $ 254 Right-of-use assets obtained in exchange for new operating lease obligations $ 483 $ 574 Weighted-average remaining lease term 1.8 2.7 Weighted-average discount rate 12.3 % 12.3 % Lease expense consists of payments for real property, office copiers, and IT equipment. The Company recognizes payments for non-lease components such as common area maintenance in the period incurred. As of December 31, 2023 , the only lease that had not commenced was for the additional training facility and model dental office lease in Foothill Ranch, California . Future minimum rental commitments under lease agreements, as of December 31, 2023, with non-cancelable terms greater than one year for each of the years ending December 31 are as follows (in thousands): December 31, 2024 $ 1,049 2025 817 2026 3 2027 — 2028 and thereafter — 1,869 Less imputed interest ( 209 ) Total lease liabilities $ 1,660 December 31, 2023 2022 Current operating lease liabilities, included in accrued liabilities $ 888 $ 638 Non current lease liabilities 772 1,259 Total lease liabilities $ 1,660 $ 1,897 Rent expense tot aled $ 1.2 million, $ 1.0 million and $ 0.9 million for the years ended December 31, 2023, 2022, and 2021, respectively. Employee Arrangements and Other Compensation Certain members of management are entitled to severance benefits payable upon termination following a change in control, which would approximate $ 2.2 million and $ 2.8 million at December 31, 2023 and 2022, respectively. The Company also has agreements with certain employees and consultants to pay bonuses based on targeted performance criteria. As of December 31, 2023 and 2022 , $ 0.1 million and $ 1.4 million was accrued for performance bonuses, which is included in accrued liabilities in the consolidate d balance sheets. Refer to Note 8 – Convertible Redeemable Preferred Stock and Stockholders’ Equity (Deficit) for additional information relating to specific stock-based compensation awards. Purchase Commitments The Company generally purchases components and subassemblies for its products from a limited group of third-party suppliers through purchase orders. The Compan y had $ 12.6 million of pu rchase commitments as of December 31, 2023, for which the Company has not received the goods or services and which is expected to be purchased primarily within one year. These purchase commitments were made to secure better pricing and to ensure the Company will have the necessary parts to meet anticipated near term demand. Although open purchase orders are considered enforceable and legally binding, the Company may be able to cancel, reschedule, or adjust requirements prior to supplier fulfillment. Litigation The Company discloses material loss contingencies deemed to be reasonably possible and accrues for loss contingencies when, in consultation with its legal advisors, management concludes that a loss is probable and reasonably estimable. The ability to predict the ultimate outcome of such matters involves judgments, estimates, and inherent uncertainties. The actual outcome of such matters could differ materially from management’s estimates. Patent Litigation On January 4, 2023, Plaintiff PIPStek, LLC (a wholly-owned subsidiary of Sonendo, Inc.) filed a lawsuit against BIOLASE, Inc. in the Federal District Court for the District of Delaware, alleging that BIOLASE’s Waterlase dental laser product infringes two PIPStek patents. A third patent was subsequently added to the case. The Complaint seeks unspecified damages and injunctive relief, as well as costs and attorneys’ fees against BIOLASE. BIOLASE has answered denying all of PIPStek’s allegations and also asserting that the asserted patents are invalid and not infringed. BIOLASE intends to continue to vigorously and fully defend itself against PIPStek’s claims. The parties have exchanged preliminary contentions. Trial in this matter is currently set for May 12, 2025. Intellectual Property Litigation On April 24, 2012, CAO Group, Inc. (“CAO”) filed a lawsuit against BIOLASE in the District of Utah alleging that BIOLASE’s ezlase dental laser infringes on U.S. Patent No. 7,485,116 (the “116 Patent”). On September 9, 2012, CAO amended its complaint, adding claims for (1) business disparagement/injurious falsehood under common law and (2) unfair competition under 15 U.S.C. Section 1125(a). The additional claims stemmed from a press release that BIOLASE issued on April 30, 2012, which CAO claimed contained false statements that were disparaging to CAO and its diode product. The amended complaint sought injunctive relief, treble damages, attorneys’ fees, punitive damages, and interest. Until January 24, 2018, this lawsuit was stayed in connection with United States Patent and Trademark Office proceedings relating to the 116 Patent, which proceedings ultimately culminated in a January 27, 2017 decision by the United States Court of Appeals for the Federal Circuit, affirming the findings of the Patent Trial and Appeal Board, which were generally favorable to the Company. On January 25, 2018, CAO moved for leave to file a second amended complaint to add certain claims, which filing the Company did not oppose. On January 23, 2018, CAO filed a lawsuit against BIOLASE in the Central District of California alleging that BIOLASE’s diode lasers infringe on U.S. Patent Nos. 8,337,097, 8,834,497, 8,961,040 and 8,967,883. The complaint sought injunctive relief, treble damages, attorneys’ fees, punitive damages, and interest. On January 25, 2019 (the “Effective Date”), BIOLASE entered into a settlement agreement (the “Settlement Agreement”) with CAO. Pursuant to the Settlement Agreement, CAO agreed to dismiss with prejudice the lawsuits filed by CAO against the Company in April 2012 and January 2018. In addition, CAO granted to the Company and its affiliates a non-exclusive, non-transferable (except as provided in the Settlement Agreement), royalty-free, fully-paid, worldwide license to the licensed patents for use in the licensed products and agreed not to sue the Company, its affiliates or any of its manufacturers, distributors, suppliers or customers for use of the licensed patents in the licensed products, and the parties agreed to a mutual release of claims. The Company agreed (i) to pay to CAO, within five days of the Effective Date, $ 500,000 in cash, (ii) to issue to CAO, within 30 days of the Effective Date, 500,000 restricted shares of BIOLASE common stock (the “Stock Consideration”), and (iii) to pay to CAO, within 30 days of December 31, 2021, an amount in cash equal to the difference (if positive) between $ 1,000,000 and the value of the Stock Consideration as of December 31, 2021. The Stock Consideration vests on December 31, 2021, the measurement date, and is payable in January 2021, subject to the terms of a restricted stock agreement to be entered into between the parties. The Company recognized a $ 1.5 million contingent loss on patent litigation settlement in its statement of operations for the year ended December 31, 2018. In January 2019, the Company paid CAO $ 500,000 in cash. On January 31, 2019, the case was dismissed with prejudice. During the three-month period ended March 31, 2019, the Company recorded an additional loss on patent litigation of $ 0.2 million which represented the change in fair value of the restricted stock to be issued to CAO at March 31, 2019. Subsequent to March 31, 2019, the Company reversed the additional loss commensurate with the fluctuations in the Company’s share price. In August 2020, the Company signed a Letter Agreement to terminate the Manufacturing Agreement and purchase from CAO raw materials and other inventory held by CAO as part of the original Settlement Agreement. During the year ended December 31, 2021, the Company recorded an additional loss on patent litigation of $ 0.3 million which represented the change in fair value of the liability to be paid to CAO. In February 2021, the Company issued 200 restricted shares of common stock in satisfaction of its obligation to issue the Stock Consideration to CAO under the Settlement Agreement and reduced the accrued liability to $ 0.6 million. As of December 31, 2021, the remaining accrued liability related to the Settlement Agreement was included in current accrued liabilities in the amount of $ 0.8 million. In January 2022, the Company paid all amounts due to CAO and removed the liability. |
Convertible Redeemable Preferre
Convertible Redeemable Preferred Stock And Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Temporary Equity And Equity [Abstract] | |
Redeemable Preferred Stock and Stockholders' Equity | NOTE 8 — CONVERTIBLE REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) BIOLASE's board of directors (the "Board"), without further stockholder authorization, may authorize the issuance from time to time of up to 1,000,000 shares of the Company’s preferred stock. Of the 1,000,000 shares of preferred stock, as of December 31, 2023, 370,000 shares were designated as Series H, par value $ 0.001 per share, 160,000 shares were designated as Series J, par value $ 0.001 per share, and 125,000 shares were designated as Series I, par value $ 0.001 per share. Preferred Stock Series J Preferred Stock On September 13, 2023, the Company consummated the sale of 75,000 Units (the "Units") with each Unit consisting of (A) one share of BIOLASE Series J Convertible Redeemable Preferred Stock, par value $ 0.001 per share and a stated value equal to $ 100.00 (the “Series J Convertible Preferred Stock”), and (B) one warrant ( the “Series J Warrants”) to purchase one-half of one ( 0.50 ) share of Series J Convertible Preferred Stock, at a price to the public of $ 60.00 per Unit, less underwriting discounts and commissions. The public offering price of $ 60.00 per Unit reflects the issuance of the Series J Convertible Preferred Stock with an original issue discount of 40 %. The Company filed a registration statement on Form S-1 in September 2023, which registered the Units, the Series J Convertible Preferred Stock, the Series J Warrants and the shares of Series J Convertible Preferred Stock and common stock underlying such securities and additional shares of Series J Convertible Preferred Stock that will be issued, if and when the Board declares such dividends, as paid in-kind dividends (“PIK dividends”) at a rate of 20 % per annum and the shares of Common Stock issuable upon conversion of the Series J Convertible Preferred Stock issued as PIK dividends. The registration statement was declared effective on September 13, 2023 and the offering closed on September 18, 2023. Each Warrant has an exercise price of $ 30.00 per share, is exercisable for one-half of one ( 0.5 ) share of Series J Convertible Preferred Stock, is immediately exercisable and will expire one (1) year from the date of issuance. Each share of Series J Convertible Preferred Stock is convertible at the option of the holder at any time into the number of shares of BIOLASE common stock determined by dividing the $ 100.00 stated value per share by a conversion price of $ 3.26 . Each outstanding share of Series J Convertible Preferred Stock is mandatorily redeemable by the Company in cash on September 13, 2024 (the "Series J Maturity Date"). Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, prior and in preference to the common stock, holders of the Series J Convertible Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders an amount equal in cash to 100 % of the aggregate Stated Value of $ 100.00 per share of all shares of Series J Convertible Preferred Stock held by such holder, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Gross proceeds from the offering were $ 4.5 million before broker fees and related expenses of approximately $ 1.0 million. In accordance with applicable accounting standards, the $ 4.5 million gross proceeds were allocated to the Series J Convertible Preferred Stock and the Series J Warrants in the amount of $ 3.5 million and $ 1.0 million, respectively. The allocation was based on the fair value of the Series J Warrants of $ 1.0 million as of the commitment date, with the residual proceeds of $ 3.5 million allocated to the Series J Convertible Preferred Stock. Net proceeds allocated to the Series J Convertible Preferred Stock and Series J warrants was $ 2.7 million and $ 0.8 million respectively. The Series J Convertible Preferred stock was classified as mezzanine equity on the consolidated balance sheet as they are contingently redeemable prior to the Series J Maturity Date and the conversion from preferred shares to shares of BIOLASE common stock is at the option of the holder at any time before the Series J Maturity Date. The Series J warrants were classified as accrued liabilities on the consolidated balance sheet as the warrants are convertible into preferred shares, which are mandatorily redeemable in cash upon the Series J Maturity Date if they are not converted to shares of BIOLASE common stock before such date. The Series J Convertible Preferred Stock was issued at a discount with the total redemption value of the Series J Convertible Preferred Shares and PIK Dividends of $ 10.3 million. The redemption value in excess of the net proceeds received allocated to the Series J Convertible Preferred Shares was $ 7.6 million and was recognized as a decrease in additional paid-in-capital at the commitment date. Upon conversion of Series J warrants to Series J Convertible Preferred shares, the value of the Series J Convertible Preferred shares issued is the stated value per share plus the PIK dividend. The redemption value in excess of the net proceeds received from the exercise of warrants and the fair value of such warrants is recognized as a decrease in additional paid-in-capital at the conversion date. During the twelve months ended December 31, 2023, 5,960 of the Series J warrants were exercised to 2,980 Series J Convertible Preferred shares, 3,091 Series J Convertible Preferred shares were issued as part of a PIK dividend, and 66,465 Series J Convertible Preferred shares were converted to approximately 2.0 million shares of BIOLASE common stock. The mezzanine classified Series J Convertible Preferred Stock are presented at their maximum redemption value that includes accretion related to the PIK dividends. Series I Preferred Stock On June 5, 2023, the Board declared a dividend of one one-thousandth of a share of Series I Preferred Stock, par value $ 0.001 per share ("Series I Preferred Stock"), for each share of BIOLASE common stock outstanding as of June 16, 2023 ( as calculated on a pre 2023 Reverse Stock Split basis). The certificate of designation for the Series I Preferred Stock provided that all shares of Series I Preferred Stock not present in person or by proxy at any meeting of stockholders held to vote on the 2023 Reverse Stock Split immediately prior to the opening of the polls at such meeting would be automatically redeemed (the “Series I Initial Redemption”) and that any outstanding shares of Series I Preferred Stock that have not been redeemed pursuant to the Series I Initial Redemption would be redeemed in whole, but not in part, (i) if and when ordered by the Board or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation effecting the 2023 Reverse Stock Split that was subject to the vote (the "Series I Subsequent Redemption"). On July 20, 2023, the Series I Initial Redemption occurred, and on July 27, 2023, the Series I Subsequent Redemption occurred. As a result, no shares of Series I Preferred Stock remain outstanding as of July 27, 2023. Series H Preferred Stock On May 24, 2023, the Company consummated the sale of 175,000 Units (the "Units") with each Unit consisting of (A) one share of BIOLASE Series H Convertible Redeemable Preferred Stock, par value $ 0.001 per share and a stated value equal to $ 50.00 (the “Series H Convertible Preferred Stock”), and (B) one warrant ( the “Series H Warrants”) to purchase one-half of one ( 0.50 ) share of Series H Convertible Preferred Stock, at a price to the public of $ 26.00 per Unit, less underwriting discounts and commissions. The public offering price of $ 26.00 per Unit reflects the issuance of the Series H Convertible Preferred Stock with an original issue discount of 48 %. The Company filed a registration statement on Form S-1 in May 2023, which registered the Units, the Series H Convertible Preferred Stock, the Series H Warrants and the shares of Series H Convertible Preferred Stock and common stock underlying such securities and additional shares of Series H Convertible Preferred Stock that will be issued, if and when the Board declares such dividends, as paid in-kind dividends (“PIK dividends”) at a rate of 20 % and the shares of Common Stock issuable upon conversion of the Series H Convertible Preferred Stock issued as PIK dividends. The registration statement was declared effective on May 24, 2023 and the offering closed on May 26, 2023. Each Warrant has an exercise price of $ 13.00 per share, is exercisable for one-half of one ( 0.5 ) share of Series H Convertible Preferred Stock, is immediately exercisable and will expire two (2) years from the date of issuance. Each share of Series H Convertible Preferred Stock is convertible at the option of the holder at any time into the number of shares of BIOLASE common stock determined by dividing the $ 50.00 stated value per share by a conversion price of $ 13.98 (as adjusted for the 2023 Reverse Stock Split). Each outstanding share of Series H Convertible Preferred Stock is mandatorily redeemable by the Company in cash on May 24, 2025 (the "Series H Maturity Date"). Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, prior and in preference to the common stock, holders of the Series H Convertible Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders an amount equal in cash to 100 % of the aggregate Stated Value of $ 50.00 per share of all shares of Series H Convertible Preferred Stock held by such holder, and if the assets of the Company shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full. Gross proceeds from the offering were $ 4.6 million before broker fees and related expenses of approximately $ 0.9 million. In accordance with applicable accounting standards, the $ 4.6 million gross proceeds were allocated to the Series H Convertible Preferred Stock and the Series H Warrants in the amount of $ 3.4 million and $ 1.2 million, respectively. The allocation was based on the fair value of the Series H Warrants of $ 1.2 million as of the commitment date, with the residual proceeds of $ 3.4 million allocated to the Series H Convertible Preferred Stock. Net proceeds allocated to the Series H Convertible Preferred Stock and Series H warrants was $ 2.7 million and $ 1.0 million respectively. The Series H Convertible Preferred stock was classified as mezzanine equity on the consolidated balance sheet as they are contingently redeemable prior to the Series H Maturity Date and the conversion from preferred shares to shares of BIOLASE common stock is at the option of the holder at any time before the Series H Maturity Date. The Series H warrants were classified as accrued liabilities on the consolidated balance sheet as the warrants are convertible into preferred shares, which are mandatorily redeemable in cash upon the Series H Maturity Date if they are not converted to shares of BIOLASE common stock before such date. The Series H Convertible Preferred Stock was issued at a discount with the total redemption value of the Series H Convertible Preferred Shares and PIK Dividends of $ 10.5 million. The redemption value in excess of the net proceeds received allocated to the Series H Convertible Preferred Shares was $ 7.8 million and was recognized as a decrease in additional paid-in-capital at the commitment date. Upon conversion of Series H warrants to Series H Convertible Preferred shares, the value of the Series H Convertible Preferred shares issued is the stated value per share plus the PIK dividend. The redemption value in excess of the net proceeds received from the exercise of warrants and the fair value of such warrants is recognized as a decrease in additional paid-in-capital at the conversion date. During the twelve months ended December 31, 2023, 40,000 of the Series H warrants were exercised to 20,000 Series H Convertible Preferred shares and 190,000 Series H Convertible Preferred shares were converted to approximately 0.7 million shares of BIOLASE common stock. The mezzanine classified Series H Convertible Preferred Stock are presented at their maximum redemption value that includes accretion related to the PIK dividends. Series G Preferred Stock On March 1, 2022, the Board declared a dividend of one one-thousandth of a share of Series G Preferred Stock, par value $ 0.001 per share ("Series G Preferred Stock"), of BIOLASE common stock outstanding as of March 25, 2022 (as calculated on a pre-Reverse Stock Split basis). The certificate of designation for the Series G Preferred Stock provided that all shares of Series G Preferred Stock not present in person or by proxy at the 2022 Annual Meeting immediately prior to the opening of the polls at the 2022 Annual Meeting would be automatically redeemed (the “Initial Redemption”) and that any outstanding shares of Series G Preferred Stock that have not been redeemed pursuant to the Initial Redemption would be redeemed in whole, but not in part, (i) if and when ordered by the Board or (ii) automatically upon the effectiveness of the amendment to the Certificate of Incorporation effecting the Reverse Stock Split that was subject to the vote at the 2022 Annual Meeting (the “Subsequent Redemption”). On April 28, 2022, both the Initial Redemption and the Subsequent Redemption occurred. As a result, no shares of Series G Preferred Stock remain outstanding. On June 6, 2022, the Series G Preferred Stock was eliminated. Series F Convertible Preferred Stock On July 23, 2020, the Company consummated the sale of an aggregate of 18,000 shares of Series F Preferred Sto ck, par value $ 0.001 per share ("Series F Preferred Stock"), and 45,000,000 warrants (the “July 2020 Warrants”), exercisable to 18,000 shares of BIOLASE common stock, through a registered rights offering the Company completed on July 22, 2020 (the “Rights Offering”). Each share of Series F Preferred Stock was convertible at the Company’s option at any time on or after July 22, 2021 or at the option of the holder at any time, into the number of shares of BIOLASE common stock determined by dividing the $ 1,000 stated value per share of the Series F Preferred Stock by a conversion price of $ 1,000 per share. Each share of Series F Preferred Stock was convertible into one share of common stock, and each 2,500 of these July 2020 Warrant entitles the holder thereof to purchase one share of BIOLASE common stock at a conversion price of $ 1,000 per share. The gross proceeds from the sale of Series F Preferred Stock and July 2020 Warrants were $ 18.0 million, before broker fees and related expenses of approximately $ 1.9 million. In accordance with applicable accounting standards, the $ 18.0 million gross proceeds from the Rights Offering were allocated to the Series F Preferred Stock and the July 2020 Warrants in the amount of $ 2.7 million and $ 15.3 million, respectively. The allocation was based on the fair value of the July 2020 Warrants of $ 15.3 million as of the commitment date, with the residual proceeds of $ 2.7 million allocated to the Series F Preferred Stock. The Series F Preferred Stock contained a beneficial conversion feature which resulted in a deemed dividend to preferred stockholders of approximately $ 2.7 million, upon immediate accretion. Additionally, the July 2020 Warrants were recognized as a discount to the Series F Preferred Stock, and upon conversion of approximately 1,000 Series F Preferred Stock to common stock for the year ended December 31, 2021. Upon conversion, this discount was accreted and also recognized as a deemed dividend to preferred stockholders in the amount of $ 0.2 million, and $ 0.5 million for the years ended December 31, 2022 and 2021, respectively. The remaining shares of Series F Preferred Stock were converted into shares of BIOLASE common stock during 2022. Approximately 251 Series F Preferred Stock remained outstanding as of December 31, 2021. On March 3, 2022, the Series F Preferred Stock was eliminated. Common Stock At the Company's 2020 annual meeting of stockholders, the Company’s stockholders approved a proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of BIOLASE common stock from 40,000,000 shares to 180,000,000 shares. On May 28, 2020, the Company filed the amendment with the Secretary of State of the State of Delaware to effect such increase. As of December 31, 2023 , 3,415,948 shares of BIOLASE common stock were issued and 3,415,930 were outstanding. 2022 Direct Offering and Private Placement On June 27, 2022, BIOLASE entered into a Securities Purchase Agreement with certain accredited institutional investors, pursuant to which BIOLASE agreed to issue, (i) in a registered direct offering, 6,787 shares of BIOLASE common stock, par value $ 0.001 per share, and pre-funded warrants to purchase 7,266 shares of BIOLASE common stock with an exercise price of $ 0.1 per share, and (ii) in a concurrent private placement, warrants to purchase 14,054 shares of BIOLASE common stock. The combined purchase price for one share of common stock and one Common Warrant was determined to be $ 462.5 , and the combined purchase price for one Pre-Funded Warrant and one Common Warrant was determined to be $ 462.4 . BIOLASE received aggregate gross proceeds from the transactions of approximately $ 6.5 million, before deducting fees to the placement agent and other transaction expenses payable by BIOLASE. The shares of BIOLASE's common stock, the Pre-Funded Warrants and the shares of BIOLASE common stock issuable upon exercise of the Pre-Funded Warrants were offered by BIOLASE pursuant to a shelf registration statement on Form S-3, which was declared effective on August 23, 2019. 2021 Equity Offering On February 10, 2021, BIOLASE issued and sold in an underwritten offering an aggregate of 5,600 shares of common stock at a price of $ 2,575 per share less underwriting discounts and commissions. The Company received gross proceeds of approximately $ 14.4 million before deducting underwriting discounts and commissions and estimated offering expenses of $ 1.1 million. Dividends There were no cash dividends paid or declared in 2023, 2022 or 2021. Warrants The Company issues warrants for the sale of its common stock as approved by the Board. January 2023 Offering On January 9, 2023, the Company completed a public offering and issued an aggregate of 171,678 shares of BIOLASE common stock at a price of $ 35.00 per share and pre-funded warrants to purchase 114,035 shares of BIOLASE common stock with an exercise price of $ 1.00 per share at a price of $ 34.00 per share. The Company received gross proceeds of approximately $ 9.9 million, before deducting underwriting discounts and commissions and estimated offering expenses. May 2023 Offering On May 26, 2023, the Company completed a public offering and issued, 175,000 units, with each Unit consisting of (A) one share of the Company’s Series H Convertible Redeemable Preferred Stock, par value $ 0.001 per share, and (B) one warrant to purchase one-half of one ( 0.50 ) share of Series H Convertible Preferred Stock, at a price to the public of $ 26.00 per Unit, less underwriting discounts and commissions. Each Warrant has an exercise price of $ 13.00 per share, is exercisable for one-half of one ( 0.5 ) share of Series H Convertible Preferred Stock, is immediately exercisable and will expire two (2) years from the date of issuance. The Company received gross proceeds of approximately $ 4.6 million, before deducting underwriting discounts and commissions, estimated offering expenses, and before the exercise of warrants. September 2023 Offering On September 18, 2023, the Company completed a public offering and issued, 75,000 units, with each Unit consisting of (A) one share of the Company’s Series J Convertible Redeemable Preferred Stock, par value $ 0.001 per share, and (B) one warrant to purchase one-half of one ( 0.50 ) share of Series J Convertible Preferred Stock, at a price to the public of $ 60.00 per Unit, less underwriting discounts and commissions. Each Warrant has an exercise price of $ 30.00 per share, is exercisable for one-half of one ( 0.5 ) share of Series J Convertible Preferred Stock, is immediately exercisable and will expire one (1) year from the date of issuance. The Company received gross proceeds of approximately $ 4.5 million, before deducting underwriting discounts and commissions, estimated offering expenses, and before the exercise of warrants. December 2023 Registered Direct Offering On December 6, 2023, the Company entered into a Securities Purchase Agreement Purchase Agreement with a single institutional investor Purchaser, pursuant to which the Company issued in a registered direct offering, 331,000 shares of the Company’s common stock Shares), par value $ 0.001 per share Common Stock, and pre-funded warrants to purchase 779,940 shares of Common Stock with an exercise price of $ 0.001 per share, and in a concurrent private placement, warrants to purchase an aggregate of 2,221,880 shares of Common Stock Common Warrants with an exercise price of $ 1.23 . The combined purchase price for one Share and two Common Warrants was $ 1.23 , and the combined purchase price for one Pre-Funded Warrant and two Common Warrants was $ 1.229 .The Company received gross proceeds of approximately $ 1.2 million, before deducting underwriting discounts and commissions, estimated offering expenses, and before the exercise of warrants. June 2022 Direct Offering and Private Placement On June 27, 2022, the Company entered into a Securities Purchase Agreement with certain accredited institutional investors, pursuant to which the Company agreed to issue to the Purchasers (as defined therein), (i) in a registered direct offering, 6,787 shares of BIOLASE common stock, and pre-funded warrants to purchase 7,266 shares of BIOLASE common stock (the “June 2022 Pre-Funded Warrants”) with an exercise price of $ 0.1 per share, and (ii) in a concurrent private placement, warrants to purchase 14,054 shares of BIOLASE common stock (each a "Common Warrant" and together with the June 2022 Pre-Funded Warrants, the “June 2022 Warrants”). The combined purchase price for one share of BIOLASE common stock and one Common Warrant was $ 462.5 , and the combined purchase price for one June 2022 Pre-Funded Warrant and one Common Warrant was $ 462.4 . In the offering and concurrent private placement, the Company received aggregate gross proceeds of approximately $ 6.5 million before deducting fees to the placement agent and other transaction expenses. Based on the terms and conditions of the June 2022 Warrants, the Company determined that equity classification was appropriate and recognized the net proceeds in excess of par of $ 5.6 million in Additional Paid-In Capital. July 2020 Rights Offering On July 23, 2020, the Company consummated the Rights Offering issuing (i) 18,000 shares of Series F Preferred Stock and (ii) 45,000,000 July 2020 Warrants, exercisable to 18,000 shares of BIOLASE Common Stock, with an exercise price of $ 1,000 per share of BIOLASE common stock. The initial fair value of the July 2020 Warrants was estimated to be at $ 850 per share of BIOLASE common stock using the Black-Scholes pricing model with an expected term of 5 years, market price of $ 1,100 per share, which was the last closing price of BIOLASE common stock prior to the transaction date, volatility of 109.8 %, a risk free rate of 0.27 % and an expected dividend yield of 0 . Based on the terms and conditions of the July 2020 Warrants, the Company initially determined that liability classification was appropriate and recognized the fair value of the July 2020 Warrants as a liability. Based on the fair value of the July 2020 Warrants, the Company allocated approximately $ 2.7 million to the Series F Preferred Stock and $ 15.3 million to the July 2020 Warrants before issuance costs. Issuance costs of $ 1.6 million relating to the July 2020 Warrants were recognized as an expense and were recorded in Other income, net in the consolidated statement of operations for the year ended December 31, 2020. On September 28, 2020, the warrant agreement with respect to the July 2020 Warrants was amended. The amended terms of the July 2020 Warrants meet the requirements for the July 2020 Warrants’ classification as equity. The fair value upon the amendment was estimated to be $ 525 per share of BIOLASE common stock using the Black-Scholes pricing model with an expected term of 5 years , a market price of $ 700 per share of BIOLASE common stock, which was the last closing price of BIOLASE common stock prior to the amendment date, volatility of 109.5 %, a risk free rate of 0.26 % and an expected dividend yield of 0 . On the effective date of the amendment to the warrant agreement, the Company remeasured the fair value of the July 2020 Warrants as described above, reclassified the value of $ 9.5 million to equity, and recognized the change in fair value as a gain of approximately $ 5.8 million in the consolidated statement of operations in Other income, net for the year ended December 31, 2020. None of the July 2020 warrants were exercised during the years ended December 31, 2023 and December 31, 2022. During the year ended December 31, 2021 , 28.1 million of the July 2020 warrants were exercised, which converted to approximately 11,225 shares of BIOLASE Common Stock. 2,500 of these warrants are exercisable for one share of BIOLASE common stock 2020 Registered Direct Offering and Concurrent Private Placement On June 8, 2020, the Company entered into a Securities Purchase Agreement with certain accredited institutional investors, pursuant to which the Company agreed to issue to the Purchasers in a registered direct offering and concurrent private placement, 4,320 shares of BIOLASE common stock, and 10,800,000 Warrants (the “June 2020 Warrants”), exercisable to 4,320 shares of BIOLASE common stock, with an exercise price of $ 1,288 per share. The June 2020 Warrants are exercisable commencing on the date of their issuance and will expire on June 10, 2025 . The combined purchase price for one share of common stock and one June 2020 Warrant in the offering was $ 1,600 per share. The Company received aggregate gross proceeds of approximately $ 6.9 million in the concurrent offerings, before deducting fees to the placement agents and other offering expenses of approximately $ 0.7 million. Based on the terms and conditions of the June 2020 Warrants, the Company determined that equity classification was appropriate and recognized the values of the common stock and June 2020 Warrants in excess of par in Additional Paid-In Capital. The Company allocated the net proceeds of $ 6.2 million to the common stock and June 2020 Warrants based on their relative fair values. The fair value of the June 2020 Warrants was estimated to be at $ 1,050 per share using the Black-Scholes pricing model with an expected term of 5 years , market price of $ 1,350 which is the last closing price of our common stock prior to the transaction date, volatility of 109.8 % and a risk free rate of 0.45 % and an expected dividend yield of 0 . Based on the relative fair value of the common stock and the June 2020 Warrants, the Company allocated approximately $ 3.9 million to the common stock and $ 3.0 million to the June 2020 Warrants before issuance costs. During the year ended December 31, 2021, 7.5 million of the June 2020 warrants were exercised, which converted to approximately 2,980 shares to BIOLASE common stock. No warrants were exercised in 2023 and 2022 . 2,500 of these warrants are exercisable for one share of BIOLASE common stock. Western Alliance Warrants On March 6, 2018, in connection with the execution of a business financing agreement with Western Alliance Bank ("Western Alliance"), the Company issued to Western Alliance warrants (the “Original Western Alliance Warrants”) to purchase up to the number of shares of BIOLASE common stock equal to $ 120,000 divided by the applicable exercise price at the time such warrants are exercised. The Original Western Alliance Warrants are fully vested and exercisable. The Original Western Alliance Warrants may be exercised with a cash payment from Western Alliance, or, in lieu of a cash payment, Western Alliance may convert the warrants into a number of shares, in whole or in part. The initial exercise price of the warrants was $ 5,875 per share. On September 27, 2018, the Company entered into the Second Modification Agreement to amend the Original Business Financing Agreement. In connection with the Second Modification Agreement, the Original Western Alliance Warrants were terminated, and the Company issued new warrants (the “Western Alliance Warrants”) to purchase up to the number of shares of BIOLASE common stock equal to $ 120,000 divided by the exercise price of $ 5,325 , which was the closing price of BIOLASE common stock on September 27, 2018 (as adjusted for the Reverse Stock Split). The Western Alliance Warrants were immediately exercisable and expire on September 27, 2028 . These warrants contain down-round features that require the Company to adjust the exercise price proportionately should the Company issue shares at a price per share less than the exercise price. The sale of common stock in the second quarter of 2020 triggered an adjustment to the exercise price to approximately $ 1,500.00 per share. The impact of the adjustment to the exercise price was not material. These warrants are recognized in equity in the consolidated balance sheets as of December 31, 2023 and 2022 . 2,500 of these warrants are exercisable for one share of BIOLASE common stock SWK Warrants On November 9, 2018, in connection with the Credit Agreement, BIOLASE issued to SWK, LLC or its assignees (collectively with SWK, the “Holder”) 372,023 warrants to purchase shares of common stock (the "SWK Warrants"), exercisable to approximately 148 shares of BIOLASE common stock. The initial exercise price of the SWK Warrants was $ 3,350 per share, which was the average closing price of common stock for the ten trading days immediately preceding November 9, 2018. The SWK Warrants were immediately exercisable, expire on November 9, 2026 and contain a “cashless exercise feature.” Subject to certain limitations, the Holder has certain piggyback registration rights with respect to the shares that are issued upon exercise of the SWK Warrants. These warrants contain down-round features that require the Company to adjust the exercise price proportionately should the Company issue shares at a price per share less than the exercise price. The fair value of the SWK Warrants was estimated using the Black-Scholes option-pricing model with the following assumptions: expected term of 8 years ; volatility of 81.79 %; annual dividend per share of $ 0.00 ; and risk-free interest rate of 3.13 %; and resulted in an estimated fair value of $ 0.4 million. These warrants are recognized in equity in the consolidated balance sheets as of December 31, 2023 and 2022. In November 2019, the SWK Warrants were consolidated, and the exercise price was adjusted to $ 2,500 as part of the Fourth Amendment to the Credit Agreement; and in March 2020, the exercise price was adjusted a second time to $ 1,225 . The impact of both reprice events was de minimis to the consolidated financial statements. In connection with the Fifth Amendment, the Company entered into a Third Amendment to the SWK Warrant Agreement. Under this amendment, the Company granted to SWK 63,779 additional common stock warrants, exercisable to 25 shares of BIOLASE common stock, at an exercise price of approximately $ 975 . All other terms and conditions to the additional warrants were the same as those previously granted. The Company also revised the exercise price of the 487,198 common stock warrants held by SWK, which are exercisable to approximately 194 shares of BIOLASE common stock, to $ 975 . The Company measured the fair value of the 63,779 warrants granted using the Black-Scholes option-pricing model. The fair value of the additional warr |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 9 — SEGMENT INFORMATION The Company currently operates in a single business segment. Managemen t uses one measurement of profitability and does not segregate its business for internal reporting. Sales to customers located in the United States accounted for approximately 69 %, 70 %, and 65 % of net revenue and international sales accounted for approximately 31 %, 30 %, a nd 35 % of net revenue for the years ended December 31, 2023, 2022, and 2021, respectively. The Company’s basis for attributing revenues to external customers is based on the customer’s location . No individual international country outside the United States represented more than 10% of net r evenue during the years ended December 31, 2023, 2022, and 2021. Long-lived assets by geographic location were as follows (in thousands): Years Ended December 31, 2023 2022 2021 United States $ 5,283 $ 4,032 $ 797 International 242 246 270 $ 5,525 $ 4,278 $ 1,067 |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 10 — CONCENTRATIONS Revenue from the Company’s products are as follows ($ in thousands): Years Ended December 31, 2023 2022 2021 Laser systems $ 30,043 61.1 % $ 31,443 64.8 % $ 25,023 63.9 % Consumables and other 13,596 27.7 % 11,322 23.4 % 9,456 24.1 % Services 5,525 11.2 % 5,697 11.8 % 4,709 12.0 % Total revenue $ 49,164 100.0 % $ 48,462 100.0 % $ 39,188 100.0 % The Company maintains its cash and cash equivalent accounts with established commercial banks. Such cash deposits periodically exceed the Federal Deposit Insurance Corporation insured limit. For the years ended December 31, 2023, 2022, and 2021, sales to our largest distributor worldwide accounted for approxim ately 5 %, 4 %, and 5 %, respectively, of our net revenue. As of December 31, 2023 accounts receivable from one customer totaled approximately 11 % of total gross accounts receivable. The entire balance is either current or outstanding for less than 180 days. As of December 31, 2022 accounts receivable from one customer totaled approximately 12 % of total gross accounts receivable. The entire balance was received in 2023. The Company currently purchases certain key components of its products from single suppliers. Although there are a limited number of manufacturers of these key components, management believes that other suppliers could provide similar key components on comparable terms. A change in suppliers, however, could cause delays in manufacturing and a possible loss of sales, which could adversely affect the Company’s business, results of operations and financial condition. |
Revision of Previously Issued F
Revision of Previously Issued Financial Statements (Unaudited) | 12 Months Ended |
Dec. 31, 2023 | |
Prior Period Adjustment [Abstract] | |
Revision of Previously Issued Financial Statements (Unaudited) | NOTE 11 — REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (UNAUDITED) In connection with the preparation of the Company’s financial statements as of December 31, 2023, management identified an error related to the calculation of net loss per share attributable to common stockholders. As discussed in Note 8, the Company presents Series H Convertible Preferred Stock and Series J convertible Preferred Stock as mezzanine equity on balance sheet as these are contingently redeemable stock. Further, as discussed in Note 8, Series H and Series J Convertible Preferred Stock have been accreted to their redemption value in the period of their issuance following the SEC staff guidance on redeemable preferred stock. Per accounting guidance, the increases or decreases in the carrying amount of a redeemable preferred stock instrument should be treated in the same manner as dividends on nonredeemable stock. Therefore, increases or decreases in the carrying amount of preferred instruments subject to the SEC staff guidance above reduce or increase the EPS numerator. This adjustment to net loss attributable to common stockholders was not presented in previously furnished interim financial statements for periods ended June 30, 2023, and September 30, 2023. Management determined the impact of this error to be immaterial to the previously issued June 30, 2023, and September 30, 2023 interim financial statements. The impact of this revision to the Company’s previously furnished unaudited interim financial statements for the three and six months ended June 30, 2023 and for the three and nine months ended September 30, 2023 is reflected in the following tables: BIOLASE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS ( In thousands, except per share data ) Three Months Ended June 30, 2023 As Previously Reported Adjustment As adjusted (Unaudited) Net loss $ ( 4,868 ) $ — $ ( 4,868 ) Deemed dividend on convertible preferred stock — ( 9,377 ) ( 9,377 ) Net loss attributable to common stockholders $ ( 4,868 ) $ ( 9,377 ) $ ( 14,245 ) Net loss per share attributable to common stockholders: Basic and Diluted $ ( 8.93 ) $ — $ ( 26.14 ) Shares used in the calculation of net loss per share: Basic and Diluted 545 — 545 Six Months Ended June 30, 2023 As Previously Reported Adjustment As adjusted (Unaudited) Net loss $ ( 10,717 ) $ — $ ( 10,717 ) Deemed dividend on convertible preferred stock — ( 9,377 ) ( 9,377 ) Net loss attributable to common stockholders $ ( 10,717 ) $ ( 9,377 ) $ ( 20,094 ) Net loss per share attributable to common stockholders: Basic and Diluted $ ( 24.52 ) $ — $ ( 45.98 ) Shares used in the calculation of net loss per share: Basic and Diluted 437 — 437 Three Months Ended September 30, 2023 As Previously Reported Adjustment As adjusted (Unaudited) Net loss $ ( 4,589 ) $ — $ ( 4,589 ) Deemed dividend on convertible preferred stock — ( 7,610 ) ( 7,610 ) Net loss attributable to common stockholders $ ( 4,589 ) $ ( 7,610 ) $ ( 12,199 ) Net loss per share attributable to common stockholders: Basic and Diluted $ ( 3.89 ) $ — $ ( 10.35 ) Shares used in the calculation of net loss per share: Basic and Diluted 1,179 — 1,179 Nine Months Ended September 30, 2023 As Previously Reported Adjustment As adjusted (Unaudited) Net loss $ ( 15,306 ) $ — $ ( 15,306 ) Deemed dividend on convertible preferred stock — ( 16,987 ) ( 16,987 ) Net loss attributable to common stockholders $ ( 15,306 ) $ ( 16,987 ) $ ( 32,293 ) Net loss per share attributable to common stockholders: Basic and Diluted $ ( 22.28 ) $ — $ ( 47.01 ) Shares used in the calculation of net loss per share: Basic and Diluted 687 — 687 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 — SUBSEQUENT EVENTS Equity Raise On February 15, 2024, the Company completed a public offering consisting of an aggregate of 7,795,000 units, with each Unit consisting of (A) one share of the Company’s common stock, par value $ 0.001 per share, (B) one Class A warrant to purchase one share of common stock , each exercisable from time to time for one share of Common Stock at an exercise price of $ 0.66 per share, and (C) one Class B warrant to purchase one share of common stock, each exercisable from time to time for one share of Common Stock at an exercise price of $ 0.748 per share; and (ii) 8,205,000 pre-funded units, with each Pre-Funded Unit consisting of (A) one pre-funded warrant, each such Pre-Funded Warrant being exercisable from time to time for one share of Common Stock at an exercise price of $ 0.001 per share , (B) one Class A Common Warrant, and (C) one Class B Common Warrant. The Units were sold at the public offering price of $ 0.44 per Unit and the Pre-Funded Units were sold at the public offering price of $ 0.439 per Pre-Funded Unit. Gross proceeds were approximately $ 7.0 million. As of March 14, 2024, all 8,205,000 pre-funded warrants were exercised to Common Stock, and approximately 12.3 million of the Class A warrants were exercised to Common Stock in cashless exercises. Nasdaq deficiencies On March 4, 2024, the Company received a deficiency letter from the Listing Qualifications Department (the “Staff”) of Nasdaq notifying the Company that, for the last 30 consecutive business days, ending on March 1, 2024, the bid price for the Company’s common stock had closed below the minimum $ 1.00 per share requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”). In accordance with Nasdaq rules, the Company has been provided an initial period of 180 calendar days, or until September 3, 2024 (the “Compliance Date”), to regain compliance with the Bid Price Rule. Compliance is generally achieved if, at any time before the Compliance Date, the bid price for the Company’s common stock closes at $ 1.00 or more for a minimum of 10 consecutive business days. However, the Staff may, in its discretion, require a Company to satisfy the applicable bid price requirement for a period in excess of 10 consecutive business days, but generally no more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance. If the Company does not regain compliance with the Bid Price Rule by the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company would need to provide written notice of its intention to cure the deficiency during the additional compliance period, by effecting a reverse stock split, if necessary, provided that it meets the continued listing requirement for the market value of publicly held shares and all other initial listing standards, with the exception of the bid price requirement. If the Company does not regain compliance with the Bid Price Rule by the Compliance Date and is not eligible for an additional compliance period at that time, the Staff will provide written notification to the Company that its common stock may be delisted. At that time, the Company may appeal the Staff’s delisting determination to a Nasdaq Listing Qualifications Panel. The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Rule. On November 14, 2023, the Staff notified the Company that it did not comply with the minimum $ 2.5 million stockholders’ equity, $ 35 million market value of listed securities, or $ 500,000 of net income from continuing operations requirements for The Nasdaq Capital Market set forth in Listing Rules 5550(b)(1), 5550(b)(2), or 5550(b)(3), respectively. On February 13, 2024, the Staff notified the Company that the Staff had determined to grant the Company an extension of time to regain compliance with Rules 5550(b), provided that the Company evidences compliance upon filing its periodic report for the period ended March 31, 2024. On February 16, 2024, the Staff notified the Company that it had determined that the Company complies with the Listing Rule 5550(b)(1). However, if the Company fails to evidence compliance upon filing its next periodic report it may be subject to delisting. At that time, Staff will provide written notification to the Company, which may then appeal Staff’s determination to a Hearings Panel. PIK Dividend Dividends on the Series J Convertible Preferred Stock are paid in-kind (“Series J PIK dividends”) in additional shares of Series J Convertible Preferred Stock based on the stated value of $ 100.00 per share at the dividend rate of 5.0 % per quarter. The PIK dividends are paid quarterly payable to holders of the Series J Convertible Preferred Stock of record at the close of business on record at the close of business on October 31, 2023, January 31, 2024, April 30, 2024 and July 31, 2024. We paid a total of 1,215 shares of Series J PIK dividends to holders of record on January 31, 2024. |
Schedule II-Consolidated Valuat
Schedule II-Consolidated Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II-Consolidated Valuation and Qualifying Accounts and Reserves | BIOLASE, INC. Schedule II — Consolidated Valuation and Qualifying Accounts and Reserves For the Years Ended December 31, 2023, 2022, and 2021 (in thousands) Balance at Charges Beginning (Reversals) to Cost Balance at of Year or Expenses Deductions End of Year Year Ended December 31, 2021: Allowance for doubtful accounts $ 4,017 $ ( 202 ) $ ( 1,661 ) $ 2,154 Allowance for sales returns 262 — — 262 Allowance for tax valuation 21,743 5,518 — 27,261 Year Ended December 31, 2022: Allowance for doubtful accounts $ 2,154 $ ( 12 ) $ 22 $ 2,164 Allowance for sales returns 262 — — 262 Allowance for tax valuation 27,261 ( 4 ) 3,978 31,235 Year Ended December 31, 2023: Allowance for doubtful accounts $ 2,164 $ ( 2,034 ) $ 114 $ 244 Allowance for sales returns 262 — — 262 Allowance for tax valuation 31,235 ( 24 ) 4,595 35,806 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased, as cash equivalents. Cash equivalents are carried at cost, which approximates fair market value. |
Inventory | Inventory The Company values inventory at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. The carrying value of inventory is evaluated periodically for excess quantities and obsolescence. Management evaluates quantities on hand, physical condition, and technical functionality as these characteristics may be impacted by anticipated customer demand for current products and new product introductions. The allowance is adjusted based on such evaluation, with a corresponding provision included in cost of revenue. Abnormal amounts of idle facility expenses, freight, handling costs and wasted material are recognized as current period charges, and the Company’s allocation of fixed production overhead is based on the normal capacity of its production facilities. |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment is stated at acquisition cost less accumulated depreciation. Maintenance and repairs are expensed as incurred. Upon sale or disposition of assets, any gain or loss is included in the consolidated statements of operations. The cost of property, plant, and equipment is depreciated using the straight-line method over the following estimated useful lives of the respective assets, except for leasehold improvements, which are depreciated over the lesser of the estimated useful lives of the respective assets or the related lease terms. Building 30 years Leasehold improvements 3 to 5 years Equipment and computers 3 to 5 years Furniture and fixtures 5 years Depreciation expense for the years ended December 31, 2023, 2022, and 2021 totaled $ 2.8 million , $ 0.5 million and $ 0.4 million , respectively. Refer to Note 3 - Supplementary Balance Sheet Information for further details. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill is not subject to amortization but is evaluated for impairment annually or whenever events or changes in circumstances indicate that the asset might be impaired. The Company operates in one reporting segment and reporting unit; therefore, goodwill is tested for impairment at the consolidated level against the fair value of the Company. The fair value of a reporting unit refers to the amount at which the unit as a whole could be bought or sold in a current transaction between willing parties. Quoted market prices in active markets are the best evidence of fair value and are used as the basis for measurement, if available. Management assesses potential impairment on an annual basis and compares the Company’s market capitalization to its carrying amount, including goodwill. A significant decrease in the Company’s stock price could indicate a material impairment of goodwill which, after further analysis, could result in a material charge to operations. Inherent in the Company’s fair value determinations are certain judgments and estimates, including projections of future cash flows, the discount rate reflecting the inherent risk in future cash flows, the interpretation of current economic indicators and market valuations, and strategic plans with regard to operations. A change in these underlying assumptions could cause a change in the results of the tests, which could cause the fair value of the reporting unit to be less than its respective carrying amount. Costs incurred to acquire and successfully defend patents, and costs incurred to acquire trademarks and trade names are capitalized. Costs related to the internal development of technologies that are ultimately patented are expensed as incurred. Intangible assets, except those determined to have an indefinite life, are amortized using the straight-line method or over management’s best estimate of the pattern of economic benefit over the estimated useful life of the assets. Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. |
Long-Lived Assets | Long-Lived Assets The carrying values of long-lived assets are reviewed when indicators of impairment, such as reductions in demand or significant economic slowdowns, are present. Reviews are performed to determine whether carrying value of an asset is impaired based on comparisons to undiscounted expected future cash flows. If this comparison indicates that there is impairment, the impaired asset is written down to fair value, which is typically calculated using discounted expected future cash flows. Impairment is based on the excess of the carrying amount over the fair value of those assets. |
Redeemable Preferred Stock | Convertible Redeemable Preferred Stock The Company classifies convertible preferred stock that is redeemable at the stockholder’s discretion as mezzanine equity. On May 24, 2023, the Company consummated the sale of 175,000 Units (the "Units") with each Unit consisting of (A) one share of BIOLASE Series H Convertible Redeemable Preferred Stock, par value $ 0.001 per share and a stated value equal to $ 50.00 (the “Series H Convertible Preferred Stock”), and (B) one warrant ( the “Series H Warrants”) to purchase one-half of one ( 0.50 ) share of Series H Convertible Preferred Stock, at a price to the public of $ 26.00 per Unit, less underwriting discounts and commissions. Each share of the Series H Preferred Stock is convertible into approximately 3.58 shares of BIOLASE common stock upon exercise. During the year ended December 31, 2023 40,000 Series H Warrants were exercised to 20,000 Series H Convertible Preferred Stock, and 190,000 Series H Convertible Preferred Stock were converted into approximately 679,542 shares of BIOLASE common stock. Upon exercise of the Series H Warrants to Series H Convertible Preferred Stock, the Company recorded an increase to Mezzanine Equity of approximately $ 1.4 million. Upon conversion of the Series H Convertible Preferred Stock to BIOLASE common stock, the Company recorded approximately $ 13.2 million for common stock, with no charge in retained earnings. As of December 31, 2023 , there were 5,000 shares of Series H Convertible Preferred Stock issued and outstanding, and an additional 67,500 Series H Convertible Preferred Stock issuable upon the exercise of Series H Warrants. Additional details are discussed further in Note 8 to these consolidated financial statements. On September 13, 2023, the Company consummated the sale of 75,000 Units (the "Units") with each Unit consisting of (A) one share of BIOLASE Series J Convertible Redeemable Preferred Stock, par value $ 0.001 per share and a stated value equal to $ 100.00 (the “Series J Convertible Preferred Stock”), and (B) one warrant ( the “Series J Warrants”) to purchase one-half of one ( 0.50 ) share of Series J Convertible Preferred Stock, at a price to the public of $ 60.00 per Unit, less underwriting discounts and commissions. Each share of the Series J Preferred Stock is convertible into approximately 30.67 shares of BIOLASE common stock upon exercise. During the year ended December 31, 2023 5,960 Series J Warrants were exercised to 2,980 Series J Convertible Preferred Stock, 3,091 Series J Convertible Preferred Stock were issued upon PIK dividends, and 66,465 Series J Convertible Preferred Stock were converted into approximately 2,038,804 shares of BIOLASE common stock. Upon exercise of the Series J Warrants to Series J Convertible Preferred Stock, the Company recorded an increase to Mezzanine Equity of approximately $ 0.4 million. Upon conversion of the Series J Convertible Preferred Stock to BIOLASE common stock, the Company recorded approximately $ 8.9 million for common stock, with no charge in retained earnings. As of December 31, 2023 , there were 14,606 shares of Series J Convertible Preferred Stock issued and outstanding and an additional 34,520 Series J Convertible Preferred Stock issuable upon the exercise of Series J Warrants. Additional details are discussed further in Note 8 to these consolidated financial statements. |
Other Comprehensive (Loss) Income | Other Comprehensive (Loss) Income Other comprehensive (loss) income encompasses the change in equity from transactions and other events and circumstances from non-owner sources and is included as a component of stockholders’ equity (deficit) but is excluded from net (loss) income. Accumulated other comprehensive (loss) income is comprised of foreign currency translation adjustments. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions Transactions of the Company’s German, Spanish, Australian, and Indian subsidiaries are denominated in their local currencies which have been determined to be their functional currencies. The results of operations and cash flows are translated at average exchange rates during the period, and assets and liabilities are translated at end-of-period exchange rates. Translation gains or losses are shown as a component of accumulated other comprehensive (loss) income in stockholders’ equity (deficit). Income and losses resulting from foreign currency transactions which are denominated in a currency other than the entity’s functional currency, are included in the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition Contracts with Customers Revenue for sales of products and services is derived from contracts with customers. The products and services promised in customer contracts include delivery of laser systems and consumables as well as certain ancillary services such as training and extended warranties. Contracts with each customer generally state the terms of the sale, including the description, quantity and price of each product or service. Payment terms are stated in the contract and vary according to the arrangement. Because the customer typically agrees to a stated rate and price in the contract that does not vary over the life of the contract, the Company’s contracts do not contain variable consideration. The Company establishes a provision for estimated warranty expense. Performance Obligations At contract inception, the Company assesses the products and services promised in its contracts with customers. The Company then identifies performance obligations to transfer distinct products or services to the customers. In order to identify performance obligations, the Company considers all of the products or services promised in contracts regardless of whether they are explicitly stated or are implied by customary business practices. Revenue from products and services transferred to customers at a single point in time accounted for 89 %, 88 %, and 88 % of net revenue for the years ended December 31, 2023, 2022, and 2021, respectively. The majority of the Company’s revenue recognized at a point in time is for the sale of laser systems and consumables. Revenue from these contracts is recognized when the customer is able to direct the use of and obtain substantially all of the benefits from the product which generally coincides with title transfer during the shipping process. Revenue from services transferred to customers over time accounted for 11 %, 12 %, and 12 % of net revenue for the years ended December 31, 2023, 2022, and 2021, respectively. The majority of our revenue that is recognized over time relates to product training and extended warranties. Deferred revenue attributable to undelivered elements, which primarily consists of product training, totaled $ 0.4 million as of December 31, 2023 and 2022, respectively. Transaction Price Allocation The transaction price for a contract is allocated to each distinct performance obligation and recognized as revenue when, or as, each performance obligation is satisfied. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in a contract. The primary method used to estimate standalone selling price is the observable price when the good or service is sold separately in similar circumstances and to similar customers. Significant Judgments Revenue is recorded for extended warranties over time as the customer benefits from the warranty coverage. This revenue will be recognized equally throughout the contract period as the customer receives benefits from the Company's promise to provide such services. Revenue is recorded for product training as the customer attends a training program or upon the expiration of the obligation, which is generally after six months. The Company also has contracts that include both the product sales and product training as performance obligations. In those cases, the Company records revenue for product sales at the point in time when the product has been shipped. The customer obtains control of the product when it is shipped, as all shipments are made FOB shipping point, and after the customer selects its shipping method and pays all shipping costs and insurance. The Company has concluded that control is transferred to the customer upon shipment. Accounts Receivable Accounts receivable are stated at estimated net realizable value. The allowance for doubtful accounts is based on an analysis of customer accounts and the Company’s historical experience with accounts receivable write-offs. Contract Liabilities The Company performs its obligations under a contract with a customer by transferring products and/or services in exchange for consideration from the customer. The Company typically invoices its customers as soon as control of a good and/or service is transferred and a receivable for the Company is established. The Company, however, recognizes a contract liability when a customer prepays for goods and/or services and the Company has not transferred control of the goods and/or services. The opening and closing balances of the Company’s contract liabilities are as follows (in thousands): December 31, 2023 2022 Undelivered elements (training and installation) $ 449 $ 447 Extended warranty contracts 2,259 2,082 Total deferred revenue 2,708 2,529 Less: long-term portion of deferred revenue ( 256 ) ( 418 ) Deferred revenue – current $ 2,452 $ 2,111 The balance of contract assets was immaterial as the Company did not have a significant amount of uninvoiced receivables as of December 31, 2023 and 2022. The amount of revenue recognized during the years ended December 31, 2023 and 2022 that was included in the opening contract liability balance related to undelivered e lements was $ 0.4 million and $ 0.8 million, respectively. The revenue recognized during the year related to the opening extended warranty contracts balance was $ 1.3 million and $ 1.4 million, for the years ended December 31, 2023 and 2022, respectively. Disaggregation of Revenue The Company disaggregates revenue from contracts with customers into geographical regions and by the timing of when goods and services are transferred. The Company determined that disaggregating revenue into these categories depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by regional economic factors. The Company’s revenues related to the following geographic areas were as follows (in thousands): Years Ended December 31, 2023 2022 2021 United States $ 33,883 $ 33,876 $ 25,384 International 15,281 14,586 13,804 Net Revenue $ 49,164 $ 48,462 $ 39,188 Information regarding revenues disaggregated by the timing of when goods and services are transferred is as follows (in thousands): Years Ended December 31, 2023 2022 2021 Revenue recognized over time $ 5,525 $ 5,697 $ 4,709 Revenue recognized at a point in time 43,639 42,765 34,479 Net Revenue $ 49,164 $ 48,462 $ 39,188 The Company’s sales by end market is as follows (in thousands): Years Ended December 31, 2023 2022 2021 End-customer $ 33,883 $ 33,876 $ 25,384 Distributors 15,281 14,586 13,804 Net Revenue $ 49,164 $ 48,462 $ 39,188 Shipping and Handling Costs and Revenues Shipping and freight costs are treated as fulfillment costs. For shipments to end-customers, the customer bears the shipping and freight costs and has control of the product upon shipment. For shipments to distributors, the distributor bears the shipping and freight costs, including insurance, tariffs and other import/export costs. |
Provision for Warranty Expense | Provision for Warranty Expense The Company provides warranties against defects in materials and workmanship of its laser systems for specified periods of time. For the years ended December 31, 2023, 2022, and 2021 , domestic sales of the Waterlase laser systems were covered by the warranty for a period of up to one year and diode systems were covered by the warranty for a period of up to two years from the date of sale by the Company or the distributor to the end-user. Laser systems sold internationally are covered by the warranty for a period of up to 24 months from the date of sale to the international distributor. Estimated warranty expenses are recorded as an accrued liability with a corresponding provision to cost of revenue. This estimate is recognized concurrent with the recognition of revenue on the sale to the distributor or end-user. Warranty expenses expected to be incurred after one year from the time of sale to the distributor are classified as a long-term warranty accrual. The Company’s overall accrual is based on its historical experience and management’s expectation of future conditions, taking into consideration the location and type of customer and the type of laser, which directly correlate to the materials and components under warranty, the duration of the warranty period, and the logistical costs to service the warranty. Additional factors that may impact the Company’s warranty accrual include changes in the quality of materials, leadership and training of the production and services departments, knowledge of the lasers and workmanship, training of customers, and adherence to the warranty policies. Additionally, an increase in warranty claims or in the costs associated with servicing those claims would likely result in an increase in the accrual and a decrease in gross profit. The current portion of the warranty accrual is included within accrued liabilities. Changes in the initial product warranty accrual and the expenses incurred under the Company’s initial and extended warranties were as follows (in thousands): Years Ended December 31, 2023 2022 2021 Balance, beginning of period $ 1,653 $ 1,086 $ 1,132 Provision for estimated warranty cost 3,733 3,639 1,747 Warranty expenditures ( 3,472 ) ( 3,072 ) ( 1,793 ) Balance, end of period 1,914 1,653 1,086 Less: long-term portion of warranty accrual 593 360 521 Current portion of warranty accrual $ 1,321 $ 1,293 $ 565 |
Advertising Costs | Advertising Costs Advertising costs are expensed as incurred an d totaled $ 0.8 million, $ 1.5 million and $ 1.4 million for th e years ended December 31, 2023, 2022, and 2021 , respectively. |
Engineering and Development | Engineering and Development Engineering and development expenses are generally expensed as incurred and consist of engineering personnel salaries and benefits, prototype supplies, contract services, and consulting fees related to product development. |
Stock-Based Compensation | Stock-Based Compensation During the years ended December 31, 2023, 2022, and 2021 , the Company recognized compensation cost related to share-based payments of $ 1.2 million, $ 2.3 million, and $ 1.7 million, resp ectively, based on the grant-date fair value. As of December 31, 2023 and December 31, 2022 approximately $ 0.6 million and $ 0.2 million of the stock compensation cost related to performance-based awards was recognized as a liability, respectively. The following table summarizes the income statement classification of compensation expense associated with share-based payments (in thousands): Years Ended December 31, 2023 2022 2021 Cost of revenue $ 29 $ 154 $ 156 Sales and marketing 423 576 367 General and administrative 681 1,368 820 Engineering and development 99 205 319 Total $ 1,232 $ 2,303 $ 1,662 As of December 31, 2023 and 2022, t he Company had $ 0.4 million and $ 1.0 million, respectively, of total unrecognized compensation cost, net of estimated forfeitures, related to unvested share-based compensation arrangements granted under its existing plans. The expense is expected to be recognized over a weighted-average perio d of 1.1 years as of December 31, 2023. Stock-based compensation expense is estimated at the grant date of the award, is based on the fair value of the award and is recognized ratably over the requisite service period of the award. For restricted stock units (“RSUs”) the Company estimates the fair value of the award based on the number of awards and the fair value of BIOLASE common stock on the grant date, and applies an estimated forfeiture rate. For stock options, the Company estimates the fair value of the option award using the Black-Scholes option pricing model. This option-pricing model requires the Company to make several assumptions regarding the key variables used to calculate the fair value of its stock options. The risk-free interest rate used is based on the U.S. Treasury yield curve in effect for the expected lives of the options at their grant dates. Since July 1, 2005, the Company has used a dividend yield of zero, as it does not intend to pay cash dividends on its common stock in the foreseeable future. The most critical assumptions used in calculating the fair value of stock options is the expected life of the option and the expected volatility of BIOLASE common stock. The expected life is calculated in accordance with the simplified method, whereby for service-based awards the expected life is calculated as a midpoint between the vesting date and expiration date. The Company uses the simplified method, as there is not a sufficient history of share option exercises. For performance-based awards, the expected life equals the life of the award. Management believes that the historic volatility of the BIOLASE common stock is a reliable indicator of future volatility, and accordingly, a stock volatility factor based on the historical volatility of the BIOLASE common stock over a lookback period of the expected life is used in approximating the estimated volatility of new stock options. Compensation expense is recognized using the straight-line method for all service-based employee awards and graded amortization for all performance-based awards. Compensation expense is recognized only for those options expected to vest, with forfeitures estimated at the date of grant based on historical experience and future expectations. Forfeitures are estimated at the time of the grant and revised in subsequent periods as actual forfeitures differ from those estimates. The Company applie d forfeiture rates of 7.87 %, 30.38 %, and 40.18 % to awards granted during the year ended December 31, 2023 depending on the vesting terms and position of the grantee. The Company’s forfeiture rates applied to awards granted during the year ended December 31, 2022 w ere 10.87 %, 10.91 %, 28.25 % and 37.49 % and during the year ended December 31, 2021 , were 10.91 %, 25.91 %, 40.21 % and 49.45 %, respectively. The stock option fair values were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Years Ended December 31, 2023 2022 2021 Expected term (years) N/A N/A 6.1 Volatility N/A N/A 111 % Annual dividend per share N/A N/A $ — Risk-free interest rate N/A N/A 1.0 % There were no stock options granted during the years ended December 31, 2023 and 2022 . |
Income Taxes | Income Taxes Based upon the Company’s operating losses during 2023, 2022, and 2021 and the available evidence, management has determined that it is more likely than not that the deferred tax assets as of December 31, 2023 will not be realized in the near term. Consequently, we have established a valuation allowance against our net deferred tax asset totaling $ 35.8 million and $ 31.2 million as of December 31, 2023 and 2022, respectively. In this determination, we considered factors such as our earnings history, future projected earnings, and tax planning strategies. If sufficient evidence of our ability to generate sufficient future taxable income tax benefits becomes apparent, we may reduce our valuation allowance, resulting in tax benefits in our statement of operations and in additional paid-in-capital. Management evaluates the potential realization of our deferred tax assets and assesses the need for reducing the valuation allowance periodically. The company has elected to treat interest any penalties associated with uncertain tax positions as a component of income tax expense. |
Net Loss Per Share-Basic and Diluted | Net Loss Per Share — Basic and Diluted Basic net loss per share is computed by dividing loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. In computing diluted net loss per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities. Net loss is adjusted for any deemed dividends to preferred stockholders to compute income available to common stockholders. Outstanding stock options, restricted stock units, preferred shares, and warrants to purchase approximately 4,061,000 , 27,000 , and 9,000 shares were not included in the calculation of diluted loss per share amounts for the years ended December 31, 2023, 2022, and 2021 , respectively, as their effect would have been anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s Accounting Standards Codification (“ASC”). The Company considers the applicability and impact of all ASUs. ASUs not listed below were assessed and determined not to be applicable or are expected to have minimal impact on the Company’s consolidated financial position and results of operations. Accounting Standards Recently Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The standard’s main goal is to improve financial reporting by requiring earlier recognition of credit losses on financing receivables and other financial assets in scope and to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company is required to use a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The Company adopted this guidance effective January 1, 2023, and the adoption of this standard did not have a significant impact on its consolidated financial statements. Accounting Standards Not Yet Adopted In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740) - Improvements to Income Tax Disclosures , to require enhanced income tax disclosures to provide information to assess how an entity’s operations and related tax risks, tax planning, and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update provide that a business entity disclose (1) a tabular income tax rate reconciliation, using both percentages and amounts, (2) separate disclosure of any individual reconciling items that are equal to or greater than 5% of the amount computed by multiplying the income (loss) from continuing operations before income taxes by the applicable statutory income tax rate, and disaggregation of certain items that are significant and (3) amount of income taxes paid (net of refunds received) disaggregated by federal, state and foreign jurisdictions, including separate disclosure of any individual jurisdictions greater than 5% of total income taxes paid. These amendments are effective for the Company for annual periods in 2025, applied prospectively, with early adoption and retrospective application permitted. The Company intends to adopt the amendments in this update prospectively in 2025. The impact of the adoption of the amendments in this update is not expected to be material to the Company’s consolidated financial position and results of operations, since the amendments require only enhancement of existing income tax disclosures in the footnotes to the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Property, Plant and Equipment | The cost of property, plant, and equipment is depreciated using the straight-line method over the following estimated useful lives of the respective assets, except for leasehold improvements, which are depreciated over the lesser of the estimated useful lives of the respective assets or the related lease terms. Building 30 years Leasehold improvements 3 to 5 years Equipment and computers 3 to 5 years Furniture and fixtures 5 years |
Summary of Opening and Closing Balances of Contract Liabilities | The Company performs its obligations under a contract with a customer by transferring products and/or services in exchange for consideration from the customer. The Company typically invoices its customers as soon as control of a good and/or service is transferred and a receivable for the Company is established. The Company, however, recognizes a contract liability when a customer prepays for goods and/or services and the Company has not transferred control of the goods and/or services. The opening and closing balances of the Company’s contract liabilities are as follows (in thousands): December 31, 2023 2022 Undelivered elements (training and installation) $ 449 $ 447 Extended warranty contracts 2,259 2,082 Total deferred revenue 2,708 2,529 Less: long-term portion of deferred revenue ( 256 ) ( 418 ) Deferred revenue – current $ 2,452 $ 2,111 |
Summary of Disaggregation of Revenues Related to Geographic Areas | The Company’s revenues related to the following geographic areas were as follows (in thousands): Years Ended December 31, 2023 2022 2021 United States $ 33,883 $ 33,876 $ 25,384 International 15,281 14,586 13,804 Net Revenue $ 49,164 $ 48,462 $ 39,188 |
Summary of Revenues Disaggregated by Timing of Goods and Services Transferred | Information regarding revenues disaggregated by the timing of when goods and services are transferred is as follows (in thousands): Years Ended December 31, 2023 2022 2021 Revenue recognized over time $ 5,525 $ 5,697 $ 4,709 Revenue recognized at a point in time 43,639 42,765 34,479 Net Revenue $ 49,164 $ 48,462 $ 39,188 |
Summary of Sales by End Market | The Company’s sales by end market is as follows (in thousands): Years Ended December 31, 2023 2022 2021 End-customer $ 33,883 $ 33,876 $ 25,384 Distributors 15,281 14,586 13,804 Net Revenue $ 49,164 $ 48,462 $ 39,188 |
Changes in Initial Product Warranty Accrual and Expenses Under Initial and Extended Warranties | Changes in the initial product warranty accrual and the expenses incurred under the Company’s initial and extended warranties were as follows (in thousands): Years Ended December 31, 2023 2022 2021 Balance, beginning of period $ 1,653 $ 1,086 $ 1,132 Provision for estimated warranty cost 3,733 3,639 1,747 Warranty expenditures ( 3,472 ) ( 3,072 ) ( 1,793 ) Balance, end of period 1,914 1,653 1,086 Less: long-term portion of warranty accrual 593 360 521 Current portion of warranty accrual $ 1,321 $ 1,293 $ 565 |
Summary of Income Statement Classification of Compensation Expense | The following table summarizes the income statement classification of compensation expense associated with share-based payments (in thousands): Years Ended December 31, 2023 2022 2021 Cost of revenue $ 29 $ 154 $ 156 Sales and marketing 423 576 367 General and administrative 681 1,368 820 Engineering and development 99 205 319 Total $ 1,232 $ 2,303 $ 1,662 |
Assumptions on Estimation of Stock Option Fair Values | The stock option fair values were estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions: Years Ended December 31, 2023 2022 2021 Expected term (years) N/A N/A 6.1 Volatility N/A N/A 111 % Annual dividend per share N/A N/A $ — Risk-free interest rate N/A N/A 1.0 % |
Supplementary Balance Sheet I_2
Supplementary Balance Sheet Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Disclosure Text Block Supplement [Abstract] | |
Components of Inventory | Inventory: December 31, (in thousands): 2023 2022 Raw materials $ 6,168 $ 6,697 Work-in-process 1,299 1,871 Finished goods 3,966 7,316 Inventory $ 11,433 $ 15,884 |
Components of prepaid expenses and other current assets | Prepaid expenses and other current assets: December 31, (in thousands): 2023 2022 Prepaid insurance $ 588 $ 662 Prepaid inventory 238 1,225 Other 555 1,166 Prepaid expenses and other current assets $ 1,381 $ 3,053 |
Summary of Property, Plant, and Equipment | Property, Plant, and Equipment, net: December 31, (in thousands): 2023 2022 Building $ 205 $ 199 Leasehold improvements 1,251 464 Equipment and computers 14,628 8,566 Furniture and fixtures 519 475 Construction in progress 92 2,957 Total property, plant, and equipment before depreciation and land 16,695 12,661 Less: accumulated depreciation ( 11,330 ) ( 8,538 ) Total property, plant, and equipment, net before land 5,365 4,123 Land 160 155 Property, plant, and equipment, net $ 5,525 $ 4,278 |
Components of Accrued Liabilities | Accrued Liabilities: December 31, (in thousands): 2023 2022 Payroll and benefits $ 3,343 $ 4,674 Preferred stock warrant liability 1,363 — Warranty accrual, current portion 1,321 1,293 Operating lease liability 888 638 Accrued insurance premium 473 490 Taxes 452 432 Accrued professional services 422 591 Other 619 1,092 Accrued liabilities $ 8,881 $ 9,210 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets, Related Accumulated Amortization and Goodwill | The following table presents the details of the Company’s intangible assets, related accumulated amortization and goodwill (in thousands): As of December 31, 2023 and 2022 Gross Accumulated Amortization Impairment Carrying Value Patents ( 4 - 10 years ) $ 1,914 $ ( 1,914 ) $ — $ — Trademarks ( 6 years ) 69 ( 69 ) — — Other ( 4 to 6 years ) 817 ( 817 ) — — Total $ 2,800 $ ( 2,800 ) $ — $ — Goodwill ( indefinite life ) $ 2,926 $ 2,926 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Current and Deferred Provision | The following table presents the current and deferred provision for income taxes for the years ended December 31 (in thousands): 2023 2022 2021 Current: Federal $ — $ — $ — State 15 40 17 Foreign 15 70 47 30 110 64 Deferred: Federal — — — State — — — Foreign 1 ( 1 ) 1 1 ( 1 ) 1 $ 31 $ 109 $ 65 |
Summary of Federal Income Tax Provision Compared With Statutory Rates | The provision for income taxes differs from the amount that would result from applying the federal statutory rate as follows for the years ended December 31: 2023 2022 2021 Statutory regular federal income tax rate ( 21.0 ) % ( 21.0 ) % ( 21.0 ) % Change in valuation allowance 21.9 % ( 92.8 ) % 34.2 % State tax benefit (net of federal benefit) ( 4.0 ) % ( 3.9 ) % ( 4.8 ) % Research credits — % — % ( 0.6 ) % Foreign amounts with no tax benefit 0.1 % 0.1 % — % Non-deductible expenses 2.4 % 0.6 % ( 4.2 ) % Effect of change in rate ( 0.4 ) % 4.5 % — % Expired net operating loss carryforwards — % — % — % Net operating loss 382 write-offs — % 113.4 % — % Effect of prior year true-ups 0.1 % ( 1.2 ) % ( 4.3 ) % Other 1.0 % 0.6 % 1.1 % Total 0.1 % 0.3 % 0.4 % |
Summary of Net Deferred Tax Assets and Net Deferred Tax Liabilities | The components of the deferred income tax assets and liabilities as of December 31 (in thousands): 2023 2022 Capitalized intangible assets for tax purposes $ ( 38 ) $ ( 38 ) Reserves not currently deductible 1,353 2,409 Deferred revenue 65 106 Stock options 1,382 1,500 State taxes 5 6 Income tax credits 1,498 1,496 Inventory 1,179 1,024 Property and equipment ( 591 ) 186 Unrealized gain on foreign currency ( 10 ) 113 Disallowed interest 2,726 2,167 Lease liability 416 475 Capitalized research or experimental expenses 1,601 1,456 Net operating losses 27,476 21,665 Total deferred tax assets 37,062 32,565 Valuation allowance ( 35,806 ) ( 31,235 ) Net deferred tax assets 1,256 1,330 Capitalized intangible assets ( 668 ) ( 664 ) Right of use asset ( 380 ) ( 442 ) Other ( 167 ) ( 190 ) Total deferred tax liabilities ( 1,215 ) ( 1,296 ) Net deferred tax assets $ 41 $ 34 |
Summary of Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits (in thousands): Balance at January 1, 2021 $ 509 Additions for tax positions related to the prior year — Lapse of statute of limitations ( 159 ) Balance at January 1, 2022 350 Additions for tax positions related to the prior year — Lapse of statute of limitations — Reduction due to section 382 limitation ( 131 ) Balance at January 1, 2023 219 Additions for tax positions related to the prior year — Lapse of statute of limitations — Balance at December 31, 2023 $ 219 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Principal Outstanding and Unamortized Discount | The following table presents the details of the principal outstanding and unamortized discount (in thousands): December 31, 2023 2022 SWK Loan $ 14,560 $ 14,650 EIDL Loan 150 150 Discount and debt issuance costs on SWK Loan ( 663 ) ( 1,009 ) Total 14,047 13,791 Current term loans 2,265 700 Non current term loans, net of discount $ 11,782 $ 13,091 |
Summary of Future Minimum Principal Payments | The future principal and interest payments as of December 31, 2023, are as follows (in thousands): Principal Interest (1) 2024 $ 2,265 $ 1,867 2025 12,295 917 2026 — 9 2027 3 6 2028 and thereafter 147 83 Total future payments $ 14,710 $ 2,882 (1) Estimated using LIBOR rates as at December 31, 2023 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Information related to Right-of-use Assets and Liabilities | Information related to the Company’s right-of-use assets and related liabilities were as follows (in thousands): December 31, 2023 2022 Cash paid for operating lease liabilities $ 302 $ 254 Right-of-use assets obtained in exchange for new operating lease obligations $ 483 $ 574 Weighted-average remaining lease term 1.8 2.7 Weighted-average discount rate 12.3 % 12.3 % |
Schedule of Maturities of Lease Liabilities | Future minimum rental commitments under lease agreements, as of December 31, 2023, with non-cancelable terms greater than one year for each of the years ending December 31 are as follows (in thousands): December 31, 2024 $ 1,049 2025 817 2026 3 2027 — 2028 and thereafter — 1,869 Less imputed interest ( 209 ) Total lease liabilities $ 1,660 December 31, 2023 2022 Current operating lease liabilities, included in accrued liabilities $ 888 $ 638 Non current lease liabilities 772 1,259 Total lease liabilities $ 1,660 $ 1,897 |
Convertible Redeemable Prefer_2
Convertible Redeemable Preferred Stock And Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Warrant Activity | The following table summarizes the activity in shares of BIOLASE common stock that warrants are exercisable to (in thousands, except per share data): Weighted- Exercise Price Shares Per Share Warrants outstanding at January 1, 2021 21 $ 1,550.00 Granted or Issued — $ — Exercised ( 14 ) $ 1,075.00 Forfeited, cancelled, or expired — $ 25,000.00 Warrants outstanding at December 31, 2021 7 $ 1,998.00 Granted or Issued 21 $ 305.00 Exercised ( 7 ) $ — Forfeited, cancelled, or expired — $ 22,500.00 Warrants outstanding at December 31, 2022 21 $ 656.23 Granted or Issued 4,579 $ 9.05 Exercised ( 277 ) $ 13.67 Forfeited, cancelled, or expired — $ — Warrants outstanding at December 31, 2023 4,323 $ 11.88 Warrants exercisable at December 31, 2023 4,323 $ 11.88 Vested warrants expired during the 12 months ended — $ — |
Summary of Option Activity | The following table summarizes option activity under the 2002 Plan and the 2018 Plan (in thousands, except per share data): Weighted- Weighted- Average Aggregate Exercise Price Contractual Intrinsic Shares Per Share Term (Years) Value(1) Options outstanding at January 1, 2021 1 $ 7,400.00 Granted at fair market value (1) — $ 2,000.00 Exercised (1) — $ 950.00 Forfeited, cancelled, or expired (1) — $ 17,925.00 Options outstanding at December 31, 2021 1 $ 6,201.00 7.1 $ 15 Granted at fair market value — $ — Exercised — $ — Forfeited, cancelled, or expired (1) — $ 2,282.00 Options outstanding at December 31, 2022 1 $ 7,254.45 5.8 $ — Granted at fair market value — $ — Exercised — $ — Forfeited, cancelled, or expired ( 1 ) $ 11,718.01 Options outstanding at December 31, 2023 — $ 6,293.55 5.1 $ — Options exercisable at December 31, 2023 — $ 6,293.55 5.1 $ — Vested options expired during the twelve months — $ — (1) The intrinsic value calculation does not include negative values. This can occur when the fair market value on the reporting date is less than the exercise price of a grant. (2) Shares rounded to less than 1,000 as adjusted for the 2023 reverse stock split. |
Additional Information of Option Activity | The following table summarizes additional information for those options that are outstanding and exercisable as of December 31, 2023 (in thousands, except per share data): Options Outstanding Exercisable Weighted- Weighted- Weighted- Average Average Average Number Exercise Price Remaining Number Exercise Price Range of Exercise Prices of Shares (1) Per Share Life (Years) of Shares (1) Per Share $ 725.00 - $ 831.25 — $ 725.00 7.0 — $ 725.00 $ 831.26 - $ 1,193.75 — $ 937.50 6.4 — $ 937.50 $ 1,193.76 - $ 5,200.00 — $ 2,772.31 5.7 — $ 2,772.31 $ 5,200.01 - $ 12,937.50 — $ 6,069.33 4.0 — $ 6,069.33 $ 12,937.51 - $ 33,000.00 — $ 25,625.00 1.7 — $ 25,625.00 Total — $ 6,293.55 5.1 — $ 6,293.55 (1) Shares rounded to less than 1,000 as adjusted for the 2023 reverse stock split. |
Cash Proceeds, Along With Fair Value Disclosures Related to Grants, Exercises, and Vesting Options | Cash proceeds, along with fair value disclosures related to grants, exercises, and vesting options, are as follows for the years ended December 31 (in thousands, except per share amounts): Years Ended December 31, 2023 2022 2021 Proceeds from stock options exercised N/A N/A $ 132 Tax benefit related to stock options exercised N/A N/A N/A Intrinsic value of stock options exercised (1) N/A N/A $ 82 Weighted-average fair value of options granted per share N/A N/A $ 0.66 Total fair value of shares vested during the year $ 1 $ 42 $ 404 (1) The intrinsic value of stock options exercised is the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the stock on the date of grant. |
Summary of Restricted Stock Units Activity | The following table summarize RSU activity under the 2018 Plan (in thousands): Shares Unvested RSUs at January 1, 2021 2 Granted 1 Vested ( 2 ) Forfeited or cancelled — Unvested RSUs at December 31, 2021 1 Granted 5 Vested ( 2 ) Forfeited or cancelled — Unvested RSUs at December 31, 2022 4 Granted 57 Vested ( 10 ) Forfeited or cancelled ( 7 ) Unvested RSUs at December 31, 2023 44 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Long-Lived Assets by Geographic Location | Long-lived assets by geographic location were as follows (in thousands): Years Ended December 31, 2023 2022 2021 United States $ 5,283 $ 4,032 $ 797 International 242 246 270 $ 5,525 $ 4,278 $ 1,067 |
Concentrations (Tables)
Concentrations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Summary of Net Revenue from Various Products | Revenue from the Company’s products are as follows ($ in thousands): Years Ended December 31, 2023 2022 2021 Laser systems $ 30,043 61.1 % $ 31,443 64.8 % $ 25,023 63.9 % Consumables and other 13,596 27.7 % 11,322 23.4 % 9,456 24.1 % Services 5,525 11.2 % 5,697 11.8 % 4,709 12.0 % Total revenue $ 49,164 100.0 % $ 48,462 100.0 % $ 39,188 100.0 % |
Revision of Previously Issued_2
Revision of Previously Issued Financial Statements (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prior Period Adjustment [Abstract] | |
Summary of Revision to Company's Previous Unaudited Quarterly Financial Statements | The impact of this revision to the Company’s previously furnished unaudited interim financial statements for the three and six months ended June 30, 2023 and for the three and nine months ended September 30, 2023 is reflected in the following tables: BIOLASE, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS ( In thousands, except per share data ) Three Months Ended June 30, 2023 As Previously Reported Adjustment As adjusted (Unaudited) Net loss $ ( 4,868 ) $ — $ ( 4,868 ) Deemed dividend on convertible preferred stock — ( 9,377 ) ( 9,377 ) Net loss attributable to common stockholders $ ( 4,868 ) $ ( 9,377 ) $ ( 14,245 ) Net loss per share attributable to common stockholders: Basic and Diluted $ ( 8.93 ) $ — $ ( 26.14 ) Shares used in the calculation of net loss per share: Basic and Diluted 545 — 545 Six Months Ended June 30, 2023 As Previously Reported Adjustment As adjusted (Unaudited) Net loss $ ( 10,717 ) $ — $ ( 10,717 ) Deemed dividend on convertible preferred stock — ( 9,377 ) ( 9,377 ) Net loss attributable to common stockholders $ ( 10,717 ) $ ( 9,377 ) $ ( 20,094 ) Net loss per share attributable to common stockholders: Basic and Diluted $ ( 24.52 ) $ — $ ( 45.98 ) Shares used in the calculation of net loss per share: Basic and Diluted 437 — 437 Three Months Ended September 30, 2023 As Previously Reported Adjustment As adjusted (Unaudited) Net loss $ ( 4,589 ) $ — $ ( 4,589 ) Deemed dividend on convertible preferred stock — ( 7,610 ) ( 7,610 ) Net loss attributable to common stockholders $ ( 4,589 ) $ ( 7,610 ) $ ( 12,199 ) Net loss per share attributable to common stockholders: Basic and Diluted $ ( 3.89 ) $ — $ ( 10.35 ) Shares used in the calculation of net loss per share: Basic and Diluted 1,179 — 1,179 Nine Months Ended September 30, 2023 As Previously Reported Adjustment As adjusted (Unaudited) Net loss $ ( 15,306 ) $ — $ ( 15,306 ) Deemed dividend on convertible preferred stock — ( 16,987 ) ( 16,987 ) Net loss attributable to common stockholders $ ( 15,306 ) $ ( 16,987 ) $ ( 32,293 ) Net loss per share attributable to common stockholders: Basic and Diluted $ ( 22.28 ) $ — $ ( 47.01 ) Shares used in the calculation of net loss per share: Basic and Diluted 687 — 687 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Feb. 15, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basis Of Presentation [Line Items] | ||||
Loss from operations | $ 17,937 | $ 25,338 | $ 16,431 | |
Working capital | 5,200 | 11,200 | ||
Cash and cash equivalents | 6,566 | 4,181 | ||
Net accounts receivable | 5,483 | 5,841 | ||
Net cash and cash equivalents used in operating activities | (14,091) | (26,761) | (16,710) | |
Capital Expenditures | 1,300 | |||
Net Proceeds from Public Offering | 9,553 | 5,602 | 14,420 | |
Proceeds from the exercise of warrants | 114 | $ 1 | $ 16,562 | |
Net Proceeds from Public Offering 2023 | $ 16,800 | |||
BIOLASE stockholders [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Reverse Stock Split | a reverse stock split of BIOLASE common stock, at a ratio between one-for-two (1:2) and one-for-one hundred (1:100). Immediately after the special meeting, BIOLASE's board of directors approved a one-for-one hundred (1:100) reverse stock split of the outstanding shares of BIOLASE common stock (the “2023 Reverse Stock Split”). | a reverse stock split of BIOLASE common stock, at a ratio ranging from one-for-two (1:2) to one-for-twenty-five (1:25), with the final ratio to be determined by the Board. Immediately after the 2022 Annual Meeting, the Board approved a one-for-twenty-five (1:25) reverse stock split of the outstanding shares of BIOLASE common stock (the “2022 Reverse Stock Split”). | ||
Subsequent Event [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Net Proceeds from Public Offering | $ 7,000 | |||
January 2023 Public Offering [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Net Proceeds from Public Offering | $ 8,500 | |||
May 2023 Public Offering [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Net Proceeds from Public Offering | 3,700 | |||
September 2023 Public Offering [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Net Proceeds from Public Offering | 3,500 | |||
December 2023 Public Offering [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Net Proceeds from Public Offering | 1,100 | |||
Proceeds from the exercise of warrants | $ 800 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | ||||||||||
Sep. 18, 2023 $ / shares | Sep. 13, 2023 USD ($) $ / shares shares | May 26, 2023 $ / shares | May 24, 2023 USD ($) $ / shares shares | Jun. 08, 2020 $ / shares shares | Dec. 31, 2023 USD ($) Segment $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Feb. 10, 2021 $ / shares shares | Dec. 31, 2020 shares | Jul. 23, 2020 shares | |
Accounting Policies [Line Items] | |||||||||||
Depreciation expense | $ | $ 2,800,000 | $ 500,000 | $ 400,000 | ||||||||
Number of reporting segment | Segment | 1 | ||||||||||
Convertible preferred stock, shares issued and sold | 1,000,000 | ||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Share price | $ / shares | $ 2,575 | ||||||||||
Preferred stock, shares issued | 1,000,000 | ||||||||||
Revenue from products and services transferred to customers, percentage | 89% | 88% | 88% | ||||||||
Revenue from services transferred to customers over time, percentage | 11% | 12% | 12% | ||||||||
Contract With Customer Liability Deferred Revenue Undelivered Elements | $ | $ 400,000 | $ 400,000 | |||||||||
Contract With Customer Liability Revenue Recognized Undelivered Elements | $ | 400,000 | 800,000 | |||||||||
Extended warranties recognized | $ | 1,300,000 | 1,400,000 | |||||||||
Advertising costs | $ | 800,000 | 1,500,000 | $ 1,400,000 | ||||||||
Compensation cost related to stock options | $ | 1,232,000 | 2,303,000 | $ 1,662,000 | ||||||||
Total unrecognized compensation cost | $ | $ 400,000 | 1,000,000 | |||||||||
Unrecognized share based compensation cost to be recognized over weighted-average period | 1 year 1 month 6 days | ||||||||||
Valuation allowance | $ | $ (35,806,000) | $ (31,235,000) | |||||||||
Outstanding stock options, restricted stock units and warrants excluded from diluted loss per share | 4,061,000,000 | 27,000,000 | 9,000,000 | ||||||||
Shares issued | 3,416,000 | 77,000 | |||||||||
Forfeiture Rate One | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Fair value assumptions, forfeiture rate | 7.87% | 10.87% | 10.91% | ||||||||
Forfeiture Rate Two | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Fair value assumptions, forfeiture rate | 30.38% | 10.91% | 25.91% | ||||||||
Forfeiture Rate Three | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Fair value assumptions, forfeiture rate | 40.18% | 28.25% | 40.21% | ||||||||
Forfeiture Rate Four | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Fair value assumptions, forfeiture rate | 37.49% | 49.45% | |||||||||
Performance-Based Awards | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Compensation cost related to stock options | $ | $ 600,000 | $ 200,000 | |||||||||
International | Maximum | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Product warrant period | 24 months | 24 months | |||||||||
Series F Convertible Preferred Stock | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Conversion Of Preferred Stock Into Common Stock | 18,000 | ||||||||||
Preferred stock, shares outstanding | 251 | ||||||||||
Sale of stock, net, shares | 1,000 | ||||||||||
Series H Convertible Preferred Stock [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Convertible preferred stock, shares issued and sold | 5,000 | ||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Preferred stock, shares issued | 5,000 | ||||||||||
Preferred stock, shares outstanding | 5,000 | ||||||||||
Warrants And Rights Outstanding | $ | $ 50,000 | ||||||||||
Combined purchase price of share and warrant | $ / shares | 0.5 | $ 0.5 | |||||||||
Conversion Ratio | 3.58 | ||||||||||
Exercise price of warrants per share | $ / shares | 13 | $ 13 | |||||||||
Temporary conversion of warrants into share | 20,000 | ||||||||||
Temporary conversion of preferred stock into common stock | 190,000 | ||||||||||
Stock Issued During Period Value Preferred Stock Warrants | $ | $ (615,000) | ||||||||||
Conversion of convertible preferred stock | $ | $ 13,154,000 | ||||||||||
Shares issuable upon exercise of warrants | 67,500 | ||||||||||
Series H Warrants [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Temporary conversion of warrants into share | 40,000 | ||||||||||
Series J Convertible Preferred Stock [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Convertible preferred stock, shares issued and sold | 14,606 | ||||||||||
Preferred stock, par value | $ / shares | $ 0.001 | $ 0.001 | |||||||||
Convertible preferred stock, shares issued upon conversion | 3,091 | ||||||||||
Preferred stock, shares issued | 14,606 | ||||||||||
Preferred stock, shares outstanding | 14,606 | ||||||||||
Warrants And Rights Outstanding | $ | $ 100,000 | ||||||||||
Combined purchase price of share and warrant | $ / shares | 0.5 | $ 0.5 | |||||||||
Conversion Ratio | 30.67 | ||||||||||
Exercise price of warrants per share | $ / shares | 30 | $ 30 | |||||||||
Temporary conversion of warrants into share | 2,980 | ||||||||||
Temporary conversion of preferred stock into common stock | 66,465 | ||||||||||
Shares issuable upon exercise of warrants | 34,520 | ||||||||||
Series J Warrants [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Temporary conversion of warrants into share | 5,960 | ||||||||||
Private Placement | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Temporary equity numbers of shares sold | 4,320 | ||||||||||
Exercise price of warrants per share | $ / shares | $ 1,288 | ||||||||||
Public Offering | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Combined purchase price of share and warrant | $ / shares | $ 1,600 | ||||||||||
Public Offering | Series H Convertible Preferred Stock [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Sale of stock, net, shares | 175,000 | ||||||||||
Exercise price of warrants per share | $ / shares | $ 26 | $ 26 | |||||||||
Public Offering | Series J Convertible Preferred Stock [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Sale of stock, net, shares | 75,000 | ||||||||||
Exercise price of warrants per share | $ / shares | $ 60 | $ 60 | |||||||||
Mezzanine Equity | Series F Convertible Preferred Stock | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Preferred stock, shares outstanding | 1,000 | ||||||||||
Mezzanine Equity | Series H Convertible Preferred Stock [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Preferred stock, shares outstanding | 5,000 | ||||||||||
Stock Issued During Period Value Preferred Stock Warrants | $ | $ 1,400,000 | ||||||||||
Conversion of stock upon amount converted to common stock | $ | 13,200,000 | ||||||||||
Conversion of convertible preferred stock | $ | (13,154,000) | ||||||||||
Mezzanine Equity | Series J Convertible Preferred Stock [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Stock Issued During Period Value Preferred Stock Warrants | $ | 400,000 | ||||||||||
Conversion of convertible preferred stock | $ | $ 8,900,000 | ||||||||||
BIOLASE Common Stock [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Shares issued | 3,416,000 | 77,000 | 61,000 | 5,600 | 39,000 | ||||||
Sale of stock, net, shares | 503,000 | 7,000 | 6,000 | ||||||||
BIOLASE Common Stock [Member] | Series H Convertible Preferred Stock [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Temporary conversion of preferred stock into common stock | 679,542 | ||||||||||
Conversion of convertible preferred stock | $ | $ 1,000 | ||||||||||
BIOLASE Common Stock [Member] | Series J Convertible Preferred Stock [Member] | |||||||||||
Accounting Policies [Line Items] | |||||||||||
Temporary conversion of preferred stock into common stock | 2,038,804 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 6,566 | $ 4,181 | ||
Total cash, cash equivalents, and restricted cash in the consolidated statement of cash flows | $ 6,566 | $ 4,181 | $ 30,175 | $ 17,876 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies Estimated Useful Lives of Property, Plant and Equipment (Detail) | Dec. 31, 2023 |
Building | |
Property Plant And Equipment Disclosure [Line Items] | |
Property, plant, and equipment, useful lives | 30 years |
Leasehold Improvements | Minimum | |
Property Plant And Equipment Disclosure [Line Items] | |
Property, plant, and equipment, useful lives | 3 years |
Leasehold Improvements | Maximum | |
Property Plant And Equipment Disclosure [Line Items] | |
Property, plant, and equipment, useful lives | 5 years |
Equipment and Computers | Minimum | |
Property Plant And Equipment Disclosure [Line Items] | |
Property, plant, and equipment, useful lives | 3 years |
Equipment and Computers | Maximum | |
Property Plant And Equipment Disclosure [Line Items] | |
Property, plant, and equipment, useful lives | 5 years |
Furniture and Fixtures | |
Property Plant And Equipment Disclosure [Line Items] | |
Property, plant, and equipment, useful lives | 5 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Summary of Opening and Closing Balances of Contract Liabilities) (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue Recognition [Abstract] | ||
Undelivered elements (training and installation) | $ 449 | $ 447 |
Extended warranty contracts | 2,259 | 2,082 |
Total deferred revenue | 2,708 | 2,529 |
Less: long-term portion of deferred revenue | (256) | (418) |
Deferred revenue – current | $ 2,452 | $ 2,111 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies Summary of Disaggregation of Revenues Related to Geographic Areas (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Net revenue | $ 49,164 | $ 48,462 | $ 39,188 |
United States | |||
Disaggregation Of Revenue [Line Items] | |||
Net revenue | 33,883 | 33,876 | 25,384 |
International | |||
Disaggregation Of Revenue [Line Items] | |||
Net revenue | $ 15,281 | $ 14,586 | $ 13,804 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies Summary of Revenues Disaggregated by Timing of Goods and Services Transferred (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Net revenue | $ 49,164 | $ 48,462 | $ 39,188 |
Revenue Recognized Over Time | |||
Disaggregation Of Revenue [Line Items] | |||
Net revenue | 5,525 | 5,697 | 4,709 |
Revenue Recognized at a Point in Time | |||
Disaggregation Of Revenue [Line Items] | |||
Net revenue | $ 43,639 | $ 42,765 | $ 34,479 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies Summary of Sales by End Market (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||
Net revenue | $ 49,164 | $ 48,462 | $ 39,188 |
End-customer | |||
Disaggregation Of Revenue [Line Items] | |||
Net revenue | 33,883 | 33,876 | 25,384 |
Distributors | |||
Disaggregation Of Revenue [Line Items] | |||
Net revenue | $ 15,281 | $ 14,586 | $ 13,804 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies Changes in Initial Product Warranty Accrual and Expenses Under Initial and Extended Warranties (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | |||
Balance | $ 1,653 | $ 1,086 | $ 1,132 |
Provision for estimated warranty cost | 3,733 | 3,639 | 1,747 |
Warranty expenditures | (3,472) | (3,072) | (1,793) |
Balance | 1,914 | 1,653 | 1,086 |
Less: long-term portion of warranty accrual | 593 | 360 | 521 |
Current portion of warranty accrual | $ 1,321 | $ 1,293 | $ 565 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies Classification of Compensation Expense Associated with Share-Based Payments (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 1,232 | $ 2,303 | $ 1,662 |
Cost of Revenue | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 29 | 154 | 156 |
Sales and Marketing | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 423 | 576 | 367 |
General and Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | 681 | 1,368 | 820 |
Engineering and Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 99 | $ 205 | $ 319 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies Assumptions Used in Estimating Fair Value of Stock Options Granted (Detail) | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Expected term (years) | 6 years 1 month 6 days |
Volatility | 111% |
Annual dividend per share | $ 0 |
Risk-free interest rate | 1% |
Components of Accounts Receivab
Components of Accounts Receivable, Net of Allowance (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Components of accounts receivable, net of allowances | ||
Total receivables, net | $ 5,483 | $ 5,841 |
Supplementary Balance Sheet I_3
Supplementary Balance Sheet Information - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable [Abstract] | |||
Allowances for doubtful accounts | $ 200 | $ 2,200 | |
Provision for sales returns | (201) | 1,643 | $ 978 |
Write-downs for excess and obsolete inventory | 2,500 | 2,200 | |
Write-downs for excess and obsolete inventory expense | 700 | 2,800 | 300 |
Impairment charges on property, plant and equipment | 0 | 0 | $ 0 |
Cumulative Adjustment Depreciation Expense | 800 | ||
Sales Returns and Allowances | |||
Accounts Receivable [Abstract] | |||
Provision for sales returns | $ 300 | $ 300 |
Supplementary Balance Sheet I_4
Supplementary Balance Sheet Information - Components of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Components of inventory, net of allowances | ||
Raw materials | $ 6,168 | $ 6,697 |
Work-in-process | 1,299 | 1,871 |
Finished goods | 3,966 | 7,316 |
Inventory | $ 11,433 | $ 15,884 |
Supplementary Balance Sheet I_5
Supplementary Balance Sheet Information - Components of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 588 | $ 662 |
Prepaid inventory | 238 | 1,225 |
Other | 555 | 1,166 |
Prepaid expenses and other current assets | $ 1,381 | $ 3,053 |
Supplementary Balance Sheet I_6
Supplementary Balance Sheet Information - Summary of Property, Plant, and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | |||
Total property, plant, and equipment before depreciation and land | $ 16,695 | $ 12,661 | |
Less: accumulated depreciation | (11,330) | (8,538) | |
Total property, plant, and equipment, net before land | 5,365 | 4,123 | |
Land | 160 | 155 | |
Property, plant, and equipment, net | 5,525 | 4,278 | $ 1,067 |
Building | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant, and equipment before depreciation and land | 205 | 199 | |
Leasehold Improvements | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant, and equipment before depreciation and land | 1,251 | 464 | |
Equipment and Computers | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant, and equipment before depreciation and land | 14,628 | 8,566 | |
Furniture and Fixtures | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant, and equipment before depreciation and land | 519 | 475 | |
Construction in Progress | |||
Property Plant And Equipment [Line Items] | |||
Total property, plant, and equipment before depreciation and land | $ 92 | $ 2,957 |
Supplementary Balance Sheet I_7
Supplementary Balance Sheet Information - Components of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 |
Payables and Accruals [Abstract] | ||||
Payroll and benefits | $ 3,343 | $ 4,674 | ||
Preferred stock warrant liability | 1,363 | 0 | ||
Warranty accrual, current portion | 1,321 | 1,293 | $ 565 | |
Operating lease liability | 888 | 638 | ||
Accrued insurance premium | 473 | 490 | ||
Taxes | 452 | 432 | ||
Accrued professional services | $ 422 | $ 591 | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities | ||
Other | $ 619 | $ 1,092 | ||
Accrued liabilities | $ 8,881 | $ 9,210 | $ 600 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment loss | $ 0 | ||
Discount Rate for Goodwill | 19.10% | ||
Intangible assets and goodwill impairment | $ 0 | $ 0 | |
Goodwill | $ 2,926,000 | 2,926,000 | |
Amortization expense | $ 0 | $ 0 |
Intangible Assets and Related A
Intangible Assets and Related Accumulated Amortization (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets And Goodwill [Line Items] | ||
Intangible assets, gross | $ 2,800 | $ 2,800 |
Intangible assets, accumulated amortization | $ (2,800) | $ (2,800) |
Useful life | indefinite life | indefinite life |
Goodwill gross | $ 2,926 | $ 2,926 |
Goodwill | 2,926 | 2,926 |
Patents | ||
Intangible Assets And Goodwill [Line Items] | ||
Intangible assets, gross | 1,914 | 1,914 |
Intangible assets, accumulated amortization | $ (1,914) | $ (1,914) |
Patents | Minimum | ||
Intangible Assets And Goodwill [Line Items] | ||
Useful life | 4 years | 4 years |
Patents | Maximum | ||
Intangible Assets And Goodwill [Line Items] | ||
Useful life | 10 years | 10 years |
Trademarks | ||
Intangible Assets And Goodwill [Line Items] | ||
Useful life | 6 years | 6 years |
Intangible assets, gross | $ 69 | $ 69 |
Intangible assets, accumulated amortization | (69) | (69) |
Other Intangible Assets | ||
Intangible Assets And Goodwill [Line Items] | ||
Intangible assets, gross | 817 | 817 |
Intangible assets, accumulated amortization | $ (817) | $ (817) |
Other Intangible Assets | Minimum | ||
Intangible Assets And Goodwill [Line Items] | ||
Useful life | 4 years | 4 years |
Other Intangible Assets | Maximum | ||
Intangible Assets And Goodwill [Line Items] | ||
Useful life | 6 years | 6 years |
Summary of Income Tax Current a
Summary of Income Tax Current and Deferred Provision (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 15 | 40 | 17 |
Foreign | 15 | 70 | 47 |
Total current income tax provision | 30 | 110 | 64 |
Deferred: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | (1) | (1) | 1 |
Total deferred income tax provision | (1) | (1) | 1 |
Total income tax provision | $ 31 | $ 109 | $ 65 |
Federal Income Tax Provision Co
Federal Income Tax Provision Compared With Statutory Rates (Detail) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Statutory regular federal income tax rate | (21.00%) | (21.00%) | (21.00%) |
Change in valuation allowance | 21.90% | (92.80%) | 34.20% |
State tax benefit (net of federal benefit) | (4.00%) | (3.90%) | (4.80%) |
Research credits | 0% | 0% | (0.60%) |
Foreign amounts with no tax benefit | 0.10% | 0.10% | 0% |
Non-deductible expenses | 2.40% | 0.60% | (4.20%) |
Effect of change in rate | (0.40%) | 4.50% | 0% |
Expired net operating loss carryforwards | 0% | 0% | 0% |
Net operating loss 382 write-offs | 0% | 113.40% | 0% |
Effect of prior year true-ups | 0.10% | (1.20%) | (4.30%) |
Other | 1% | 0.60% | 1.10% |
Total | 0.10% | 0.30% | 0.40% |
Summary of Net Deferred Tax Ass
Summary of Net Deferred Tax Assets and Net Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Capitalized intangible assets for tax purposes | $ (38) | $ (38) |
Reserves not currently deductible | 1,353 | 2,409 |
Deferred revenue | 65 | 106 |
Stock options | 1,382 | 1,500 |
State taxes | 5 | 6 |
Income tax credits | 1,498 | 1,496 |
Inventory | 1,179 | 1,024 |
Property and equipment | 591 | 186 |
Unrealized gain on foreign currency | 10 | 113 |
Disallowed interest | 2,726 | 2,167 |
Lease liability | 416 | 475 |
Capitalized research or experimental expenses | 1,601 | 1,456 |
Net operating losses | 27,476 | 21,665 |
Total deferred tax assets | 37,062 | 32,565 |
Valuation allowance | (35,806) | (31,235) |
Net deferred tax assets | 1,256 | 1,330 |
Capitalized intangible assets | (668) | (664) |
Right of use asset | (380) | (442) |
Other | (167) | (190) |
Total deferred tax liabilities | (1,215) | (1,296) |
Net deferred tax assets | $ 41 | $ 34 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Line Items] | |||
Valuation allowance | $ 35,806 | $ 31,235 | |
Operating loss carryforwards, expiration period | 2038 | ||
Research and development tax credit carryforwards, expiration period | 2022 | ||
Decrease in Deferred Tax Asset For Valuation Allowance | $ 0 | ||
Decrease in tax asset for stock compensation | 0 | $ 0 | |
Current income related to the GILTI | 0 | ||
Federal | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards federal | 110,000 | ||
Change in Net Operating Loss Carryforwards | 123,300 | $ 2,000 | |
State | |||
Income Tax Disclosure [Line Items] | |||
Net operating loss carryforwards state | 80,000 | ||
Change in Net Operating Loss Carryforwards | $ 72,600 | ||
Tax Credit Carryforwards, Research & Development | $ 2,100 |
Summary of Unrecognized Tax Ben
Summary of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Begining Balance | $ 219 | $ 350 | $ 509 |
Additions for tax positions related to the prior year | 0 | 0 | 0 |
Lapse of statute of limitations | 0 | 0 | (159) |
Reduction due to section 382 limitation | (131) | ||
Ending Balance | $ 219 | $ 219 | $ 350 |
Debt - Summary of Principal Out
Debt - Summary of Principal Outstanding and Unamortized Discount (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Non current term loans | $ 14,047 | $ 13,791 |
Current term loans | 2,265 | 700 |
Non current term loans, net of discount | 11,782 | 13,091 |
EIDL Loan | ||
Debt Instrument [Line Items] | ||
Non current term loans | 150 | 150 |
SWK Loan | ||
Debt Instrument [Line Items] | ||
Non current term loans | 14,560 | 14,650 |
Discount and debt issuance costs on SWK Loan | $ (663) | $ (1,009) |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Nov. 18, 2021 USD ($) | Aug. 12, 2020 USD ($) | May 22, 2020 USD ($) | May 07, 2019 USD ($) | May 07, 2019 USD ($) | Nov. 09, 2018 USD ($) d $ / shares shares | Apr. 30, 2021 | Mar. 31, 2020 USD ($) $ / shares shares | Nov. 30, 2019 $ / shares | Oct. 31, 2019 $ / shares | Sep. 30, 2021 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Jun. 30, 2020 USD ($) | Dec. 31, 2019 | Dec. 31, 2018 USD ($) | Feb. 15, 2024 USD ($) | Nov. 15, 2023 USD ($) | Jun. 30, 2022 USD ($) | Feb. 24, 2021 USD ($) | Feb. 10, 2021 $ / shares | May 15, 2020 USD ($) | Sep. 30, 2019 USD ($) | Mar. 31, 2019 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Change in fair value of warrants | $ (494,000) | $ 0 | $ 0 | ||||||||||||||||||||||
Non current term loans | 14,047,000 | 13,791,000 | |||||||||||||||||||||||
Debt issuance costs | $ 0 | 0 | 25,000 | ||||||||||||||||||||||
Loan Exit Fees Percentage | 8% | ||||||||||||||||||||||||
Weighted-average interest rate | 14.30% | ||||||||||||||||||||||||
Debt Instrument Maturity Fees | $ 200,000 | $ 200,000 | $ 100,000 | ||||||||||||||||||||||
EBITDA target | $ (17,937,000) | (25,338,000) | (16,431,000) | ||||||||||||||||||||||
Share price | $ / shares | $ 2,575 | ||||||||||||||||||||||||
SWK Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Warrants expiration period | 8 years | ||||||||||||||||||||||||
Warrants fair value assumptions, expected volatility rate | 81.79% | ||||||||||||||||||||||||
Warrants fair value assumptions annual dividend per share | $ / shares | $ 0 | ||||||||||||||||||||||||
Warrants fair value assumptions, risk-free interest rate | 3.13% | ||||||||||||||||||||||||
Change in fair value of warrants | $ 400,000 | ||||||||||||||||||||||||
Number of Warrants Issued | shares | 372,023 | 487,198 | |||||||||||||||||||||||
Warrants expire date | Nov. 09, 2026 | ||||||||||||||||||||||||
Initial exercise price of warrants | $ / shares | $ 3,350 | $ 975 | |||||||||||||||||||||||
Warrants adjusted strike price | $ / shares | $ 1,225 | $ 2,500 | $ 1 | ||||||||||||||||||||||
Number of trading days of average closing price of common stock | d | 10 | ||||||||||||||||||||||||
Additional Warrants issued to purchase shares of common stock | shares | 63,779 | ||||||||||||||||||||||||
Credit Agreement First Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Additional warrants to purchase common stock value | 100,000 | ||||||||||||||||||||||||
Additional finders fee | 100,000 | ||||||||||||||||||||||||
Credit Agreement First Amendment | SWK Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Additional warrants to purchase common stock value | 200,000 | ||||||||||||||||||||||||
Business Financing Agreement | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Note interest rate per annum | 3.75% | ||||||||||||||||||||||||
Non current term loans | $ 150,000 | 150,000 | |||||||||||||||||||||||
Loan principal amount | $ 150,000 | ||||||||||||||||||||||||
Loan periodic payment terms | installment payments, including principal and interest, are due monthly beginning in July 2021 and are payable through July 2050. In April 2021, the SBA announced that it was extending the first payment due date for all loans until 2022, or 24 months from the loan execution date. In March 2022, the SBA announced that it was extending the first payment due date for all loans an additional six months, or 30 months from the loan execution date. The Company began making payments on this EIDL Loan starting in November 2022. Fixed payments are first applied to any accrued interest. | ||||||||||||||||||||||||
Extension of loan due date | 2022 | ||||||||||||||||||||||||
Loan balance payment terms | payable through July 2050 | ||||||||||||||||||||||||
Credit Agreement Ninth Amendment [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Loan principal amount | $ 1,000,000 | ||||||||||||||||||||||||
Maximum | SWK Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Change in fair value of warrants | $ 100,000 | ||||||||||||||||||||||||
Initial exercise price of warrants | $ / shares | $ 2,200 | ||||||||||||||||||||||||
Minimum | SWK Warrants | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Initial exercise price of warrants | $ / shares | $ 3,350 | ||||||||||||||||||||||||
Western Alliance | Business Financing Agreement | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Repayments of lines of credit | $ 900,000 | ||||||||||||||||||||||||
SWK Loan | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 12,500,000 | ||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||
Non current term loans | $ 14,560,000 | 14,650,000 | |||||||||||||||||||||||
Line of credit facility term | 5 years | ||||||||||||||||||||||||
Borrowings under lines of credit | $ 13,100 | ||||||||||||||||||||||||
Repayments of lines of credit | $ 700,000 | ||||||||||||||||||||||||
Debt instrument covenant description | (i) maintain unencumbered liquid assets of (A) no less than $1.5 million or (B) the sum of aggregate cash flow from operations less capital expenditures, (ii) achieve certain revenue and EBITDA levels during the first two years of the loan, (iii) limit future borrowing, investments and dividends, and (iv) submit monthly and quarterly financial reporting. | ||||||||||||||||||||||||
Debt issuance costs | $ 1,000,000 | ||||||||||||||||||||||||
Interest expense | $ 1,800,000 | $ 2,800,000 | $ 1,700,000 | ||||||||||||||||||||||
SWK Loan | Subsequent Event [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Principal Amount Payment | $ 165,000,000 | ||||||||||||||||||||||||
SWK Loan | Credit Agreement First Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | 15,000,000 | 15,000,000 | |||||||||||||||||||||||
Debt instrument covenant description | (i) adjust minimum revenue and EBITDA levels, (ii) require the Company to have a shelf registration statement declared effective by the Securities and Exchange Commission before September 30, 2019, with a proposed maximum aggregate offering price of at least $10.0 million if the Company does not reach set minimum revenue levels for the three-month period ended September 30, 2019, and (iii) require minimum liquidity of $1.5 million at all times. The First Amendment provided that if aggregate minimum revenue and EBITDA levels were not achieved by September 30, 2019, the minimum liquidity requirement would be increased to $3.0 million, until the Company has obtained additional equity or debt funding of no less than $5.0 million. | ||||||||||||||||||||||||
Minimum level of liquidity financial covenant | 1,500,000 | 1,500,000 | |||||||||||||||||||||||
Additional equity or debt funding requirement until minimum liquidity is met | 5,000,000 | 5,000,000 | |||||||||||||||||||||||
Maximum aggregate offering price | 10,000,000 | ||||||||||||||||||||||||
Increase in minimum liquidity requirement if aggregate minimum revenue and EBITDA levels are not achieved | 3,000,000 | 3,000,000 | |||||||||||||||||||||||
Financial covenant additional borrowings | 2,500,000 | 2,500,000 | |||||||||||||||||||||||
Loan origination and other fees to be paid | $ 100,000 | $ 100,000 | |||||||||||||||||||||||
SWK Loan | Credit Agreement, Second Amendment [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 5,000,000 | ||||||||||||||||||||||||
Gross proceeds from subordinated debt threshold limit | $ 5,000,000 | ||||||||||||||||||||||||
SWK Loan | Credit Agreement, Sixth Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Repayments of lines of credit | $ 700,000 | ||||||||||||||||||||||||
SWK Loan | Credit Agreement Eighth Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Note maturity date | May 31, 2025 | ||||||||||||||||||||||||
Debt Instrument, Interest Rate, Basis Point | 200 basis points | ||||||||||||||||||||||||
SWK Loan | Eleventh Amendment to the Credit Agreement [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Principal Amount Payment | $ 700,000,000 | ||||||||||||||||||||||||
SWK Loan | Maximum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument covenants unencumbered liquid assets | $ 1,500,000 | ||||||||||||||||||||||||
SWK Loan | Maximum | Credit Agreement, Fifth Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Subordinated debt issued | $ 10,000,000 | ||||||||||||||||||||||||
SWK Loan | Maximum | Credit Agreement, Seventh Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument covenants unencumbered liquid assets | $ 15,000,000 | ||||||||||||||||||||||||
SWK Loan | Maximum | Credit Agreement Eighth Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument covenants unencumbered liquid assets | $ 7,500,000 | ||||||||||||||||||||||||
SWK Loan | Minimum | Credit Agreement, Fifth Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument covenants unencumbered liquid assets | 3,000,000 | $ 1,500,000 | |||||||||||||||||||||||
Revenue target | 41,000,000 | ||||||||||||||||||||||||
EBITDA target | $ 7,000,000 | ||||||||||||||||||||||||
SWK Loan | Minimum | Credit Agreement, Seventh Amendment | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt instrument covenants unencumbered liquid assets | $ 15,000,000 |
Debt - Summary of Future Minimu
Debt - Summary of Future Minimum Principal Payments (Detail) $ in Thousands | Dec. 31, 2023 USD ($) | |
Debt Disclosure [Abstract] | ||
2024 | $ 2,265 | |
2025 | 12,295 | |
2026 | 0 | |
2027 | 3 | |
2028 and thereafter | 147 | |
Total future payments | 14,710 | |
2024 | 1,867 | [1] |
2025 | 917 | [1] |
2026 | 9 | [1] |
2027 | 6 | [1] |
2028 and thereafter | 83 | [1] |
Total future payments | $ 2,882 | [1] |
[1] Estimated using LIBOR rates as at December 31, 2023 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 10, 2021 ft² | Feb. 28, 2021 USD ($) shares | Feb. 04, 2020 ft² | Jan. 22, 2020 ft² | Jan. 25, 2019 USD ($) shares | Mar. 31, 2019 USD ($) | Jan. 31, 2019 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 | Dec. 31, 2018 USD ($) | |
Commitment And Contingencies [Line Items] | ||||||||||||
Lease term | 66 months | 5 years | ||||||||||
Operating lease, options to renew term | 1 year | |||||||||||
Lessee, Operating Lease, Existence of Option to Extend [true false] | true | |||||||||||
Area of corporate headquarters and manufacturing facility | ft² | 15,000 | 12,000 | 11,000 | |||||||||
Lease expiration date | Jun. 30, 2025 | Jul. 01, 2020 | Jul. 01, 2020 | Dec. 31, 2025 | ||||||||
Operating lease, right-of-use asset | $ 1,519,000 | $ 1,768,000 | ||||||||||
Operating lease, liability | $ 1,660,000 | 1,897,000 | ||||||||||
Operating lease not yet commenced description | the only lease that had not commenced was for the additional training facility and model dental office lease in Foothill Ranch, California | |||||||||||
Payments for rent | $ 1,200,000 | 1,000,000 | $ 900,000 | |||||||||
Purchase commitments pending | 12,600,000 | |||||||||||
Litigation settlement share issued | shares | 200 | |||||||||||
Accrued liability | $ 600,000 | 8,881,000 | 9,210,000 | |||||||||
Settlement Agreement | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Accrued liability | $ 800,000 | |||||||||||
Employee Arrangements and Other Compensation | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Change in control, if occurs, may require severance benefits payable | 2,200,000 | 2,800,000 | ||||||||||
Accrued for performance bonuses | 100,000 | $ 1,400,000 | ||||||||||
Patent Litigation | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Contingent gain (loss) on patent litigation settlement | $ 200,000 | $ 300,000 | ||||||||||
Patent Litigation | Settlement Agreement | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Settlement agreement date | January 25, 2019 | |||||||||||
Number of days litigation settlement to be paid in cash | 5 days | |||||||||||
Litigation settlement in cash | $ 500,000 | |||||||||||
Number of days litigation settlement shares to be issued | 30 days | |||||||||||
Litigation settlement share issued | shares | 500,000 | |||||||||||
Number of days litigation settlement to be paid in value of stock consideration | 30 days | |||||||||||
Settlement agreement, terms | The Company agreed (i) to pay to CAO, within five days of the Effective Date, $500,000 in cash, (ii) to issue to CAO, within 30 days of the Effective Date, 500,000 restricted shares of BIOLASE common stock (the “Stock Consideration”), and (iii) to pay to CAO, within 30 days of December 31, 2021, an amount in cash equal to the difference (if positive) between $1,000,000 and the value of the Stock Consideration as of December 31, 2021. | |||||||||||
Litigation settlement amount in cash equal to difference between value of stock consideration | $ 1,000,000 | |||||||||||
Contingent gain (loss) on patent litigation settlement | $ (1,500,000) | |||||||||||
Payment for litigation settlement in cash | $ 500,000 | |||||||||||
Manufacturing Facility | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Area of corporate headquarters and manufacturing facility | ft² | 8,000 | |||||||||||
Lease expiration date | Jun. 30, 2025 | |||||||||||
Minimum | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Lease term | 1 year | |||||||||||
Maximum | ||||||||||||
Commitment And Contingencies [Line Items] | ||||||||||||
Lease term | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Information related to Right-of-use Assets and Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Cash paid for operating lease liabilities | $ 302 | $ 254 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 483 | $ 574 |
Weighted-average remaining lease term | 1 year 9 months 18 days | 2 years 8 months 12 days |
Weighted-average discount rate | 12.30% | 12.30% |
Commitments and Contingencies_3
Commitments and Contingencies - Future Minimum Rental Commitments Under Lease Agreements (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2024 | $ 1,049 | |
2025 | 817 | |
2026 | 3 | |
2027 | 0 | |
2028 and thereafter | 0 | |
Total Lease Payment | 1,869 | |
Less imputed interest | (209) | |
Total lease liabilities | 1,660 | $ 1,897 |
Current operating lease liabilities, included in accrued liabilities | 888 | 638 |
Non current operating lease liability | 772 | 1,259 |
Total lease liabilities | $ 1,660 | $ 1,897 |
Convertible Redeemable Prefer_3
Convertible Redeemable Preferred Stock And Stockholders' Equity - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||||||||
Dec. 06, 2023 USD ($) $ / shares shares | Sep. 18, 2023 USD ($) $ / shares shares | Sep. 13, 2023 USD ($) $ / shares shares | May 26, 2023 USD ($) $ / shares shares | May 24, 2023 USD ($) $ / shares shares | Jan. 09, 2023 USD ($) $ / shares shares | Jun. 27, 2022 USD ($) $ / shares shares | Feb. 10, 2021 USD ($) $ / shares shares | Sep. 28, 2020 USD ($) $ / shares | Jul. 23, 2020 USD ($) $ / shares shares | Jun. 10, 2020 | Jun. 08, 2020 USD ($) $ / shares shares | Nov. 14, 2018 USD ($) d $ / shares shares | Nov. 09, 2018 USD ($) d $ / shares shares | Sep. 27, 2018 USD ($) $ / shares | Mar. 06, 2018 USD ($) $ / shares shares | Aug. 31, 2020 $ / shares | Mar. 31, 2020 USD ($) $ / shares shares | Nov. 30, 2019 $ / shares shares | Oct. 31, 2019 $ / shares | Jun. 30, 2020 $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 05, 2023 $ / shares | Mar. 01, 2022 $ / shares | Dec. 31, 2020 shares | May 31, 2019 shares | |
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Convertible preferred stock, shares issued and sold | 1,000,000 | |||||||||||||||||||||||||||
Equity raise of gross proceeds | $ | $ 14,400,000 | |||||||||||||||||||||||||||
Common stock, par value $0.001 per share | $ | $ 3,000 | $ 0 | ||||||||||||||||||||||||||
Warrants Exercisable | 2,500,000 | |||||||||||||||||||||||||||
Common stock, shares issued | 3,416,000 | 77,000 | ||||||||||||||||||||||||||
Common stock, shares authorized | 180,000,000 | 180,000,000 | ||||||||||||||||||||||||||
Share price | $ / shares | $ 2,575 | |||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Warrants adjusted exercise price | $ / shares | $ 1,500 | |||||||||||||||||||||||||||
Common stock, shares outstanding | 3,416,000 | 77,000 | ||||||||||||||||||||||||||
Issuance costs for warrants | $ | $ 447,000 | $ 0 | $ 0 | |||||||||||||||||||||||||
Paid or declared dividends | $ | 0 | 0 | 0 | |||||||||||||||||||||||||
Proceeds from the exercise of warrants | $ | 114,000 | 1,000 | 16,562,000 | |||||||||||||||||||||||||
Change in fair value of warrants | $ | (494,000) | $ 0 | $ 0 | |||||||||||||||||||||||||
Volatility | 111% | |||||||||||||||||||||||||||
Expected term (years) | 6 years 1 month 6 days | |||||||||||||||||||||||||||
Risk-free interest rate | 1% | |||||||||||||||||||||||||||
Other offering expenses | $ | $ 700,000 | |||||||||||||||||||||||||||
Net Proceeds from Public Offering 2023 | $ | $ 16,800,000 | |||||||||||||||||||||||||||
Original Western Alliance Warrant | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Conversion price | $ / shares | $ 5,875 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 5,325 | |||||||||||||||||||||||||||
Warrants expire date | Sep. 27, 2028 | |||||||||||||||||||||||||||
SWK Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Convertible preferred stock, shares issued and sold | 148 | 25 | ||||||||||||||||||||||||||
Warrants adjusted strike price | $ / shares | $ 1,225 | $ 2,500 | $ 1 | |||||||||||||||||||||||||
Warrant issued | 63,779 | |||||||||||||||||||||||||||
Warrants fair value assumptions, risk-free interest rate | 3.13% | |||||||||||||||||||||||||||
Warrants Exercisable | 2,500,000 | |||||||||||||||||||||||||||
Warrants expiration period | 8 years | |||||||||||||||||||||||||||
Warrants fair value assumptions, expected volatility rate | 81.79% | |||||||||||||||||||||||||||
Warrants fair value assumptions annual dividend per share | $ / shares | $ 0 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 3,350 | $ 975 | ||||||||||||||||||||||||||
Change in fair value of warrants | $ | $ 400,000 | |||||||||||||||||||||||||||
Number of trading days of average closing price of common stock | d | 10 | |||||||||||||||||||||||||||
Additional Warrants issued to purchase shares of common stock | 63,779 | |||||||||||||||||||||||||||
Warrants expire date | Nov. 09, 2026 | |||||||||||||||||||||||||||
Warrants issued to purchase shares of common stock | 372,023 | 487,198 | ||||||||||||||||||||||||||
DPG Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Convertible preferred stock, shares issued and sold | 111 | |||||||||||||||||||||||||||
Warrants fair value assumptions, risk-free interest rate | 3.13% | |||||||||||||||||||||||||||
Finder's fee | $ | $ 400,000 | |||||||||||||||||||||||||||
Adjusted exercise price of warrants | $ / shares | $ 950 | $ 1,550 | ||||||||||||||||||||||||||
Warrants Exercisable | 2,500,000 | |||||||||||||||||||||||||||
Warrants expiration period | 8 years | |||||||||||||||||||||||||||
Warrants fair value assumptions, expected volatility rate | 81.79% | |||||||||||||||||||||||||||
Warrants fair value assumptions annual dividend per share | $ / shares | $ 0 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 3,350 | |||||||||||||||||||||||||||
Change in fair value of warrants | $ | $ 300,000 | |||||||||||||||||||||||||||
Number of trading days of average closing price of common stock | d | 10 | |||||||||||||||||||||||||||
Warrants expire date | Nov. 09, 2026 | |||||||||||||||||||||||||||
Warrants issued to purchase shares of common stock | 279,851 | |||||||||||||||||||||||||||
SWK Warrants and DPG Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Convertible Preferred Stock Converted to Common stock | $ | $ 59 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 5,425 | |||||||||||||||||||||||||||
Warrants issued to purchase shares of common stock | 149,727 | |||||||||||||||||||||||||||
Common Stock | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Common stock, shares issued | 5,600 | 3,416,000 | 77,000 | 61,000 | 39,000 | |||||||||||||||||||||||
Sale of common stock, net, shares | 503,000 | 7,000 | 6,000 | |||||||||||||||||||||||||
Other offering expenses | $ | $ 1,100,000 | |||||||||||||||||||||||||||
Common Stock | SWK Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Exercisable shares of common stock | 194 | |||||||||||||||||||||||||||
June 2020 Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Conversion Of Preferred Stock Into Common Stock | 2,980 | |||||||||||||||||||||||||||
Exercisable shares of common stock | 0 | 0 | 7,500,000 | |||||||||||||||||||||||||
Warrants Exercisable | 2,500,000 | |||||||||||||||||||||||||||
Proceeds of common stock and warrants | $ | $ 6,200,000 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 1,050 | |||||||||||||||||||||||||||
Allocation to preferred stock and warrants before issuance costs | $ | $ 3,000,000 | |||||||||||||||||||||||||||
Volatility | 109.80% | |||||||||||||||||||||||||||
Expected term (years) | 5 years | |||||||||||||||||||||||||||
Closing price of common stock | $ / shares | $ 1,350 | |||||||||||||||||||||||||||
Dividend yield | 0% | |||||||||||||||||||||||||||
Risk-free interest rate | 0.45% | |||||||||||||||||||||||||||
Allocation to common stock and warrants before issuance costs | $ | $ 3,900,000 | |||||||||||||||||||||||||||
Maximum | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Temporary equity preferred stock, shares authorized | 1,000,000 | |||||||||||||||||||||||||||
Maximum | Original Western Alliance Warrant | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Warrants issued to purchase shares of common stock equal value | $ | $ 120,000 | $ 120,000 | ||||||||||||||||||||||||||
Maximum | SWK Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 2,200 | |||||||||||||||||||||||||||
Change in fair value of warrants | $ | $ 100,000 | |||||||||||||||||||||||||||
Maximum | DPG Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | 3,550 | |||||||||||||||||||||||||||
Minimum | SWK Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | 3,350 | |||||||||||||||||||||||||||
Minimum | DPG Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 5,425 | |||||||||||||||||||||||||||
Series G Preferred Stock [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||||||||||||||||||||||
Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Convertible preferred stock, shares issued and sold | 5,000 | |||||||||||||||||||||||||||
Temporary equity preferred stock, shares outstanding | 5,000 | |||||||||||||||||||||||||||
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||
Temporary equity preferred stock, shares authorized | 370,000 | |||||||||||||||||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 0.001 | |||||||||||||||||||||||||||
Warrants And Rights Outstanding | $ | $ 50,000 | |||||||||||||||||||||||||||
Conversion price | $ / shares | $ 13.98 | |||||||||||||||||||||||||||
Assets Available For Distribution | 100% | |||||||||||||||||||||||||||
Equity raise of gross proceeds | $ | $ 4,600,000 | |||||||||||||||||||||||||||
Proceeds of common stock and warrants | $ | $ 4,600,000 | |||||||||||||||||||||||||||
Conversion of preferred stock upon converted to common stock | 700,000 | |||||||||||||||||||||||||||
Proceeds allocated to the warrants based upon fair values | $ | 3,400,000 | |||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | 3,400,000 | |||||||||||||||||||||||||||
Allocated to the warrants based upon fair values | $ | $ 1,200,000 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 13 | $ 13 | ||||||||||||||||||||||||||
Proceeds from the exercise of warrants | $ | $ 2,700,000 | |||||||||||||||||||||||||||
Preferred Stock Redemption Discount | $ | 10,500,000 | |||||||||||||||||||||||||||
Preferred Stock Redemption Amount | $ | $ 7,800,000 | |||||||||||||||||||||||||||
Temporary conversion of warrants into share | 20,000 | |||||||||||||||||||||||||||
Temporary conversion of preferred stock into common stock | 190,000 | |||||||||||||||||||||||||||
Risk-free interest rate | 48% | |||||||||||||||||||||||||||
Paid in-kind Dividends Percentage | 20% | |||||||||||||||||||||||||||
Net Proceeds from Public Offering 2023 | $ | $ 4,600,000 | |||||||||||||||||||||||||||
Proceeds from offering from broker fees | $ | $ 900,000 | |||||||||||||||||||||||||||
Combined purchase price of share and warrant | $ / shares | 0.5 | $ 0.5 | ||||||||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price | $ / shares | $ 50 | $ 50 | ||||||||||||||||||||||||||
Series H Preferred Stock [Member] | Common Stock | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Temporary conversion of preferred stock into common stock | 679,542 | |||||||||||||||||||||||||||
Series H Warrants [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | $ 1,200,000 | |||||||||||||||||||||||||||
Proceeds from the exercise of warrants | $ | $ 1,000,000 | |||||||||||||||||||||||||||
Temporary conversion of warrants into share | 40,000 | |||||||||||||||||||||||||||
Series I Preferred Stock [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||||||||||||||||||||||
Temporary equity preferred stock, shares authorized | 125,000 | |||||||||||||||||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 0.001 | |||||||||||||||||||||||||||
Series J Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Convertible preferred stock, shares issued and sold | 14,606 | |||||||||||||||||||||||||||
Temporary equity preferred stock, shares outstanding | 14,606 | |||||||||||||||||||||||||||
Temporary Equity, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||
Temporary equity preferred stock, shares authorized | 160,000 | |||||||||||||||||||||||||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 0.001 | |||||||||||||||||||||||||||
Warrants And Rights Outstanding | $ | $ 100,000 | |||||||||||||||||||||||||||
Conversion price | $ / shares | $ 3.26 | |||||||||||||||||||||||||||
Assets Available For Distribution | 100% | |||||||||||||||||||||||||||
Equity raise of gross proceeds | $ | $ 4,500,000 | |||||||||||||||||||||||||||
Proceeds of common stock and warrants | $ | $ 4,500,000 | |||||||||||||||||||||||||||
Conversion of preferred stock upon converted to common stock | 2,000,000 | |||||||||||||||||||||||||||
Proceeds allocated to the warrants based upon fair values | $ | 3,500,000 | |||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | 3,500,000 | |||||||||||||||||||||||||||
Allocated to the warrants based upon fair values | $ | $ 1,000,000 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 30 | $ 30 | ||||||||||||||||||||||||||
Convertible preferred stock, shares issued upon conversion | 3,091 | |||||||||||||||||||||||||||
Proceeds from the exercise of warrants | $ | $ 2,700,000 | |||||||||||||||||||||||||||
Preferred Stock Redemption Discount | $ | 10,300,000 | |||||||||||||||||||||||||||
Preferred Stock Redemption Amount | $ | $ 7,600,000 | |||||||||||||||||||||||||||
Temporary conversion of warrants into share | 2,980 | |||||||||||||||||||||||||||
Temporary conversion of preferred stock into common stock | 66,465 | |||||||||||||||||||||||||||
Risk-free interest rate | 40% | |||||||||||||||||||||||||||
Paid in-kind Dividends Percentage | 20% | |||||||||||||||||||||||||||
Net Proceeds from Public Offering 2023 | $ | $ 4,500,000 | |||||||||||||||||||||||||||
Proceeds from offering from broker fees | $ | $ 1,000,000 | |||||||||||||||||||||||||||
Combined purchase price of share and warrant | $ / shares | 0.5 | $ 0.5 | ||||||||||||||||||||||||||
Preferred Stock, Convertible, Conversion Price | $ / shares | $ 100 | $ 100 | ||||||||||||||||||||||||||
Series J Convertible Preferred Stock [Member] | Common Stock | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Temporary conversion of preferred stock into common stock | 2,038,804 | |||||||||||||||||||||||||||
Series J Warrants [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | $ 1,000,000 | |||||||||||||||||||||||||||
Proceeds from the exercise of warrants | $ | $ 800,000 | |||||||||||||||||||||||||||
Temporary conversion of warrants into share | 5,960 | |||||||||||||||||||||||||||
Series F Preferred Stock [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Conversion Of Preferred Stock Into Common Stock | 18,000 | |||||||||||||||||||||||||||
Temporary equity preferred stock, shares outstanding | 251 | |||||||||||||||||||||||||||
Preferred Stock, No Par Value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||
Common stock, par value $0.001 per share | $ | $ 1,000,000 | |||||||||||||||||||||||||||
Proceeds of common stock and warrants | $ | 18,000,000 | |||||||||||||||||||||||||||
Proceeds from issuance of equity securities | $ | $ 18,000,000 | |||||||||||||||||||||||||||
Broker fees and related expenses | $ | 1,900,000 | |||||||||||||||||||||||||||
Proceeds allocated to the warrants based upon fair values | $ | 2,700,000 | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 1,000 | |||||||||||||||||||||||||||
Deemed dividend on convertible preferred stock | $ | 2,700,000 | $ 200,000 | $ 500,000 | |||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | $ 2,700,000 | |||||||||||||||||||||||||||
June 2022 Warrants [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Direct Offering | 6,787,000 | |||||||||||||||||||||||||||
Pre Funded Warrants to Purchase | 7,266,000 | |||||||||||||||||||||||||||
Concurrent Private Placement Warrants | 14,054,000 | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 6,787,000 | |||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 0.1 | |||||||||||||||||||||||||||
Net Proceeds from Public Offering 2023 | $ | $ 6,500,000 | |||||||||||||||||||||||||||
Combined purchase price of share and warrant | $ / shares | $ 462.5 | |||||||||||||||||||||||||||
June 2022 Pre-Funded Warrants [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Warrant issued | 7,266,000 | |||||||||||||||||||||||||||
Equity raise of gross proceeds | $ | $ 5,600,000 | |||||||||||||||||||||||||||
Combined purchase price of share and warrant | $ / shares | $ 462.4 | |||||||||||||||||||||||||||
Series F Preferred Stock And July Two Thousand Twenty [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Sale of common stock, net, shares | 18,000 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 850 | |||||||||||||||||||||||||||
Volatility | 109.80% | |||||||||||||||||||||||||||
Expected term (years) | 5 years | |||||||||||||||||||||||||||
Closing price of common stock | $ / shares | $ 1,100 | |||||||||||||||||||||||||||
Risk-free interest rate | 0.27% | |||||||||||||||||||||||||||
Series F Preferred Stock And July Two Thousand Twenty [Member] | June 2020 Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Warrant issued | 45,000,000 | |||||||||||||||||||||||||||
July 2020 Warrants | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Conversion Of Preferred Stock Into Common Stock | 2,500 | |||||||||||||||||||||||||||
Exercisable shares of common stock | 28,100,000 | |||||||||||||||||||||||||||
Warrant issued | 45,000,000 | |||||||||||||||||||||||||||
Proceeds from issuance of warrants | $ | $ 15,300,000 | |||||||||||||||||||||||||||
Allocated to the warrants based upon fair values | $ | $ 15,300,000 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 1,000 | |||||||||||||||||||||||||||
Issuance costs for warrants | $ | 1,600,000 | |||||||||||||||||||||||||||
Allocation to preferred stock and warrants before issuance costs | $ | 15,300,000 | |||||||||||||||||||||||||||
Change in fair value of warrants | $ | $ 5,800,000 | |||||||||||||||||||||||||||
Equity, Fair Value Adjustment | $ | $ 9,500,000 | |||||||||||||||||||||||||||
Dividend yield | 0% | |||||||||||||||||||||||||||
Series F Preferred Stock And July Two Thousand Twenty Amendment [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Convertible Preferred Stock Converted to Common stock | $ | $ 11,225 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 525 | |||||||||||||||||||||||||||
Volatility | 109.50% | |||||||||||||||||||||||||||
Expected term (years) | 5 years | |||||||||||||||||||||||||||
Closing price of common stock | $ / shares | $ 700 | |||||||||||||||||||||||||||
Dividend yield | 0% | |||||||||||||||||||||||||||
Risk-free interest rate | 0.26% | |||||||||||||||||||||||||||
Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Temporary equity preferred stock, shares authorized | 18,000 | |||||||||||||||||||||||||||
Conversion price | $ / shares | $ 1,000 | $ 2,500 | ||||||||||||||||||||||||||
Allocation to preferred stock and warrants before issuance costs | $ | $ 2,700,000 | |||||||||||||||||||||||||||
January 2023 Warrant [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Warrant issued | 114,035 | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 171,678 | |||||||||||||||||||||||||||
Common stock, par value | $ / shares | $ 35 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 1 | |||||||||||||||||||||||||||
Net Proceeds from Public Offering 2023 | $ | $ 9,900,000 | |||||||||||||||||||||||||||
Combined purchase price of share and warrant | $ / shares | $ 34 | |||||||||||||||||||||||||||
2020 Annual Meeting [Member] | Common Stock | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Common stock, shares issued | 3,415,948 | |||||||||||||||||||||||||||
Common stock, shares outstanding | 3,415,930 | |||||||||||||||||||||||||||
2020 Annual Meeting [Member] | Maximum | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Common stock, shares authorized | 180,000,000 | |||||||||||||||||||||||||||
2020 Annual Meeting [Member] | Minimum | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Common stock, shares authorized | 40,000,000 | |||||||||||||||||||||||||||
December 2023 Registered Direct Offering [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Warrant issued | 2,221,880 | |||||||||||||||||||||||||||
Equity raise of gross proceeds | $ | $ 1,200,000 | |||||||||||||||||||||||||||
Sale of common stock, net, shares | 331,000 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 1.23 | |||||||||||||||||||||||||||
Combined purchase price of share and warrant | $ / shares | $ 1.229 | |||||||||||||||||||||||||||
December 2023 Registered Direct Offering [Member] | Pre Funded Warrants [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Warrant issued | 779,940 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 0.001 | |||||||||||||||||||||||||||
Private Placement | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Temporary equity numbers of shares sold | 4,320 | |||||||||||||||||||||||||||
Warrant issued | 10,800,000 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 1,288 | |||||||||||||||||||||||||||
Private Placement | June 2022 Warrants [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Warrant issued | 14,054,000 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 0.1 | |||||||||||||||||||||||||||
Combined purchase price of share and warrant | $ / shares | 462.5 | |||||||||||||||||||||||||||
Private Placement | June 2022 Pre-Funded Warrants [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Combined purchase price of share and warrant | $ / shares | $ 462.4 | |||||||||||||||||||||||||||
Public Offering | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Net Proceeds from Public Offering 2023 | $ | $ 6,900,000 | |||||||||||||||||||||||||||
Warrant expiration date | Jun. 10, 2025 | |||||||||||||||||||||||||||
Combined purchase price of share and warrant | $ / shares | $ 1,600 | |||||||||||||||||||||||||||
Public Offering | Series H Preferred Stock [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Sale of common stock, net, shares | 175,000 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 26 | $ 26 | ||||||||||||||||||||||||||
Public Offering | Series J Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Sale of common stock, net, shares | 75,000 | |||||||||||||||||||||||||||
Exercise price of warrants per share | $ / shares | $ 60 | $ 60 | ||||||||||||||||||||||||||
Public Offering | May 2023 Offering [membr] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Sale of common stock, net, shares | 175,000 | |||||||||||||||||||||||||||
Public Offering | September 2023 Offering [Member] | ||||||||||||||||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | ||||||||||||||||||||||||||||
Sale of common stock, net, shares | 75,000 |
Convertible Redeemable Prefer_4
Convertible Redeemable Preferred Stock And Stockholders' Equity - Stock-Based Compensation (Additional Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | |
Redeemable Noncontrolling Interest [Line Items] | |||||
Allocated Share-based Compensation Expense | $ 1,232 | $ 2,303 | $ 1,662 | ||
Accrued liabilities | 8,881 | 9,210 | $ 600 | ||
Additional paid-in capital, common stock | 317,103 | 301,790 | |||
Additional paid in capital | 300 | ||||
Other liabilities | $ 79 | $ 362 | |||
Stock options outstanding | 0 | 1,000 | 1,000 | 1,000 | |
Common stock authorized for issuance | 908 | ||||
2018 Long-Term Incentive Plan | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Options and restricted stock units outstanding | 55,081 | ||||
Increase in Number of Units Available for Issuance | 49,372 | ||||
2002 Stock Incentive Plan | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Common stock authorized for issuance | 1,244 | ||||
Options available for future grants | 0 | ||||
Common Stock | 2018 Long-Term Incentive Plan | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Common stock authorized for issuance | 112,268 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Granted | 57,000 | 5,000 | 1,000 | ||
Options and restricted stock units outstanding | 140 | ||||
Share based payment award, number of shares vested | 7,000 | ||||
Share based payment award, number of shares unvested and outstanding | 18,000 | ||||
Restricted Stock Units (RSUs) [Member] | 2018 Long-Term Incentive Plan | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Granted | 21,700 | 2,170 | 1,210 | ||
Restricted Stock Units (RSUs) [Member] | Boards | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Granted | 32,500 | 2,650 | |||
Employee Stock Option | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Stock options granted | 0 | 0 | 30 | ||
Phantom Share Units (PSUs) [Member] | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 1,119,000 | ||||
Allocated Share-based Compensation Expense | $ 300 | $ 200 | |||
Accrued liabilities | 500 | ||||
Additional paid-in capital, common stock | $ 200 | ||||
Additional paid in capital | 100 | ||||
Other liabilities | $ 300 | ||||
Stock Appreciation Rights (SARs) | |||||
Redeemable Noncontrolling Interest [Line Items] | |||||
Stock Option Outatanding | 236,000 | ||||
Allocated Share-based Compensation Expense | $ 0 | ||||
Additional paid-in capital, common stock | $ 500 |
Convertible Redeemable Prefer_5
Convertible Redeemable Preferred Stock And Stockholders' Equity - Summary of Warrant Activity (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Warrant Or Right [Line Items] | |||
Beginning Balance | $ 7,254.45 | $ 6,201 | $ 7,400 |
Ending Balance | $ 6,293.55 | $ 7,254.45 | $ 6,201 |
Warrants | |||
Class Of Warrant Or Right [Line Items] | |||
Beginning Balance | 21 | 7 | 21 |
Granted | 4,579 | 21 | 0 |
Exercised | (277) | (7) | (14) |
Forfeited, cancelled, or expired | 0 | 0 | 0 |
Ending Balance | 4,323 | 21 | 7 |
Warrants exercisable at December 31, 2023 | 4,323 | ||
Vested warrants expired during the 12 months ended December 31, 2023 | 0 | ||
Beginning Balance | $ 656.23 | $ 1,998 | $ 1,550 |
Granted or Issued | 9.05 | 305 | 0 |
Exercised | 13.67 | 0 | 1,075 |
Forfeited, cancelled, or expired | 0 | 22,500 | 25,000 |
Ending Balance | 11.88 | $ 656.23 | $ 1,998 |
Warrants exercisable at December 31, 2023 | 11.88 | ||
Vested warrants expired during the 12 months ended December 31, 2023 | $ 0 |
Convertible Redeemable Prefer_6
Convertible Redeemable Preferred Stock And Stockholders' Equity - Summary of Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||||
Equity [Abstract] | ||||||
Beginning Balance | 1 | 1 | 1 | |||
Granted at fair market value | 0 | 0 | 0 | [1] | ||
Exercised | 0 | 0 | 0 | [1] | ||
Forfeited, cancelled, or expired | (1) | 0 | [1] | 0 | [1] | |
Ending Balance | 0 | 1 | 1 | |||
Options exercisable at December 31, 2023 | 0 | |||||
Vested options expired during the twelve months ended December 31, 2023 | 0 | |||||
Beginning Balance | $ 7,254.45 | $ 6,201 | $ 7,400 | |||
Granted at fair market value | 0 | 0 | 2,000 | [1] | ||
Exercised | 0 | 0 | 950 | [1] | ||
Forfeited, cancelled, or expired | 11,718.01 | 2,282 | [1] | 17,925 | [1] | |
Ending Balance | 6,293.55 | $ 7,254.45 | $ 6,201 | |||
Options exercisable at December 31, 2023 | 6,293.55 | |||||
Vested options expired during the twelve months ended December 31, 2023 | $ 0 | |||||
Options outstanding | 5 years 1 month 6 days | 5 years 9 months 18 days | 7 years 1 month 6 days | |||
Options exercisable | 5 years 1 month 6 days | |||||
Options outstanding | [1] | $ 15 | ||||
[1] The intrinsic value calculation does not include negative values. This can occur when the fair market value on the reporting date is less than the exercise price of a grant. |
Convertible Redeemable Prefer_7
Convertible Redeemable Preferred Stock And Stockholders' Equity - Summary of Option Activity (Parenthetical) (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2023 shares | |
Equity [Abstract] | |
Reverse stock split shares | 1,000 |
Convertible Redeemable Prefer_8
Convertible Redeemable Preferred Stock And Stockholders' Equity - Additional Information of Option Activity (Detail) shares in Thousands | 12 Months Ended | |
Dec. 31, 2023 $ / shares shares | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Options Outstanding Number of Shares | shares | 0 | [1] |
Options Outstanding Weighted Average Exercise Price Per Share | $ 6,293.55 | |
Options Outstanding Weighted Average Remaining Life (Years) | 5 years 1 month 6 days | |
Options Exercisable Number of Shares | shares | 0 | [1] |
Options Exercisable Weighted Average Exercise Price Per Share | $ 6,293.55 | |
$725.00 - $831.25 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Options Outstanding Number of Shares | shares | 0 | [1] |
Options Outstanding Weighted Average Exercise Price Per Share | $ 725 | |
Options Outstanding Weighted Average Remaining Life (Years) | 7 years | |
Options Exercisable Number of Shares | shares | 0 | [1] |
Options Exercisable Weighted Average Exercise Price Per Share | $ 725 | |
Range of Exercise Prices, Lower Limit | 725 | |
Range of Exercise Prices, Upper Limit | $ 831.25 | |
$831.26 - $1,193.75 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Options Outstanding Number of Shares | shares | 0 | [1] |
Options Outstanding Weighted Average Exercise Price Per Share | $ 937.5 | |
Options Outstanding Weighted Average Remaining Life (Years) | 6 years 4 months 24 days | |
Options Exercisable Number of Shares | shares | 0 | [1] |
Options Exercisable Weighted Average Exercise Price Per Share | $ 937.5 | |
Range of Exercise Prices, Lower Limit | 831.26 | |
Range of Exercise Prices, Upper Limit | $ 1,193.75 | |
$1,193.76 - $5,200.00 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Options Outstanding Number of Shares | shares | 0 | [1] |
Options Outstanding Weighted Average Exercise Price Per Share | $ 2,772.31 | |
Options Outstanding Weighted Average Remaining Life (Years) | 5 years 8 months 12 days | |
Options Exercisable Number of Shares | shares | 0 | [1] |
Options Exercisable Weighted Average Exercise Price Per Share | $ 2,772.31 | |
Range of Exercise Prices, Lower Limit | 1,193.76 | |
Range of Exercise Prices, Upper Limit | $ 5,200 | |
$5,200.01 - $12,937.50 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Options Outstanding Number of Shares | shares | 0 | [1] |
Options Outstanding Weighted Average Exercise Price Per Share | $ 6,069.33 | |
Options Outstanding Weighted Average Remaining Life (Years) | 4 years | |
Options Exercisable Number of Shares | shares | 0 | [1] |
Options Exercisable Weighted Average Exercise Price Per Share | $ 6,069.33 | |
Range of Exercise Prices, Lower Limit | 5,200.01 | |
Range of Exercise Prices, Upper Limit | $ 12,937.5 | |
$12,937.51 - $33,000.00 | ||
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items] | ||
Options Outstanding Number of Shares | shares | 0 | [1] |
Options Outstanding Weighted Average Exercise Price Per Share | $ 25,625 | |
Options Outstanding Weighted Average Remaining Life (Years) | 1 year 8 months 12 days | |
Options Exercisable Number of Shares | shares | 0 | [1] |
Options Exercisable Weighted Average Exercise Price Per Share | $ 25,625 | |
Range of Exercise Prices, Lower Limit | 12,937.51 | |
Range of Exercise Prices, Upper Limit | $ 33,000 | |
[1] Shares rounded to less than 1,000 as adjusted for the 2023 reverse stock split. |
Convertible Redeemable Prefer_9
Convertible Redeemable Preferred Stock And Stockholders' Equity - Additional Information of Option Activity (Parenthetical) (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2023 shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Reverse stock split shares | 1,000 |
Employee Stock Option [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Reverse stock split shares | 1,000 |
Convertible Redeemable Prefe_10
Convertible Redeemable Preferred Stock And Stockholders' Equity - Cash proceeds, along with fair value disclosures related to grants, exercises, and vesting options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Share-Based Payment Arrangement [Abstract] | ||||
Proceeds from stock options exercised | $ 132 | |||
Intrinsic value of stock options exercised | [1] | $ 82 | ||
Weighted-average fair value of options granted per share | $ 0.66 | |||
Total fair value of shares vested during the year | $ 1 | $ 42 | $ 404 | |
[1] The intrinsic value of stock options exercised is the amount by which the market price of the stock on the date of exercise exceeded the exercise price of the stock on the date of grant. |
Convertible Redeemable Prefe_11
Convertible Redeemable Preferred Stock And Stockholders' Equity - Summary of Unvested Restricted Stock Units (Details) - Restricted Stock Units (RSUs) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Beginning Balance | 4,000 | 1,000 | 2,000 |
Granted | 57,000 | 5,000 | 1,000 |
Vested | (10,000) | (2,000) | (2,000) |
Forfeited or cancelled | (7,000) | 0 | 0 |
Ending Balance | 44,000 | 4,000 | 1,000 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) - Sales Revenue, Net - Customer | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Customer Concentration Risk | United States | |||
Segment Reporting Information [Line Items] | |||
Percentage of sales | 69% | 70% | 65% |
Geographic Concentration Risk | International | |||
Segment Reporting Information [Line Items] | |||
Percentage of sales | 31% | 30% | 35% |
Number of customers which represented more than 10% of the Company's revenue | 0 | 0 | 0 |
Segment Information - Summary o
Segment Information - Summary of Long-Lived Assets by Geographic Location (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | |||
Property, plant, and equipment, net | $ 5,525 | $ 4,278 | $ 1,067 |
United States | |||
Segment Reporting Information [Line Items] | |||
Property, plant, and equipment, net | 5,283 | 4,032 | 797 |
International | |||
Segment Reporting Information [Line Items] | |||
Property, plant, and equipment, net | $ 242 | $ 246 | $ 270 |
Concentrations - Summary of Net
Concentrations - Summary of Net Revenue from Various Products (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Concentration Risk [Line Items] | |||
Net revenue | $ 49,164 | $ 48,462 | $ 39,188 |
Laser systems | |||
Concentration Risk [Line Items] | |||
Net revenue | $ 30,043 | $ 31,443 | $ 25,023 |
Laser systems | Product Concentration Risk | Sales Revenue, Net | |||
Concentration Risk [Line Items] | |||
Percentage of sales | 61.10% | 64.80% | 63.90% |
Consumables and other | |||
Concentration Risk [Line Items] | |||
Net revenue | $ 13,596 | $ 11,322 | $ 9,456 |
Consumables and other | Product Concentration Risk | Sales Revenue, Net | |||
Concentration Risk [Line Items] | |||
Percentage of sales | 27.70% | 23.40% | 24.10% |
Services | |||
Concentration Risk [Line Items] | |||
Net revenue | $ 5,525 | $ 5,697 | $ 4,709 |
Services | Product Concentration Risk | Sales Revenue, Net | |||
Concentration Risk [Line Items] | |||
Percentage of sales | 11.20% | 11.80% | 12% |
Total products and services | Product Concentration Risk | Sales Revenue, Net | |||
Concentration Risk [Line Items] | |||
Percentage of sales | 100% | 100% | 100% |
Concentrations - Additional Inf
Concentrations - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Minimum | Largest Distributor | Sales Revenue, Net | |||
Concentration Risk [Line Items] | |||
Concentration Risk Percentage | 5% | 4% | 5% |
Maximum | Customer Concentration Risk | Account Receivable | |||
Concentration Risk [Line Items] | |||
Concentration Risk Percentage | 11% | 12% |
Revision of Previously Issued_3
Revision of Previously Issued Financial Statements (Unaudited) (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Prior Period Adjustment [Abstract] | |
Description of Error Corrections and Prior Period Adjustments | In connection with the preparation of the Company’s financial statements as of December 31, 2023, management identified an error related to the calculation of net loss per share attributable to common stockholders. As discussed in Note 8, the Company presents Series H Convertible Preferred Stock and Series J convertible Preferred Stock as mezzanine equity on balance sheet as these are contingently redeemable stock. Further, as discussed in Note 8, Series H and Series J Convertible Preferred Stock have been accreted to their redemption value in the period of their issuance following the SEC staff guidance on redeemable preferred stock.Per accounting guidance, the increases or decreases in the carrying amount of a redeemable preferred stock instrument should be treated in the same manner as dividends on nonredeemable stock. Therefore, increases or decreases in the carrying amount of preferred instruments subject to the SEC staff guidance above reduce or increase the EPS numerator. This adjustment to net loss attributable to common stockholders was not presented in previously furnished interim financial statements for periods ended June 30, 2023, and September 30, 2023. Management determined the impact of this error to be immaterial to the previously issued June 30, 2023, and September 30, 2023 interim financial statements. |
Revision of Previously Issued_4
Revision of Previously Issued Financial Statements (Unaudited) - Summary of Revision to Company's Previous Unaudited Quarterly Financial Statements (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Prior Period Adjustments Restatement [Line Items] | ||||||||
Total current liabilities | $ 19,663 | $ 17,807 | ||||||
Deferred revenue | 256 | 418 | ||||||
Warranty accrual | 593 | 360 | $ 521 | |||||
Non current term loans, net of discount | 11,782 | 13,091 | ||||||
Non current operating lease liability | 772 | 1,259 | ||||||
Other liabilities | 79 | 362 | ||||||
Total liabilities | 33,145 | 33,297 | ||||||
Stockholders' equity: | ||||||||
Common stock, par value $0.001 per share | 3 | 0 | ||||||
Additional paid-in capital, common stock | 317,103 | 301,790 | ||||||
Accumulated other comprehensive loss | (553) | (733) | ||||||
Accumulated deficit | (316,800) | (296,168) | ||||||
Total stockholders' equity | (247) | 4,889 | 25,208 | $ 10,028 | ||||
Total liabilities and stockholders' equity | 35,101 | 38,186 | ||||||
Loss from operations | (17,937) | (25,338) | (16,431) | |||||
Loss on foreign currency transactions | (351) | (438) | (452) | |||||
Interest expense, net | (2,361) | (2,749) | (2,224) | |||||
Gain on debt forgiveness | 0 | 0 | 3,014 | |||||
Other income, net | 48 | 0 | 0 | |||||
Non-operating gain (loss), net | (2,664) | (3,187) | 338 | |||||
Loss before income tax provision | (20,601) | (28,525) | (16,093) | |||||
Income tax provision | (31) | (109) | (65) | |||||
Net Income (Loss) | (20,632) | (28,634) | (16,158) | |||||
Other comprehensive loss items: | ||||||||
Foreign currency translation adjustments | 180 | (110) | (238) | |||||
Comprehensive loss | (20,452) | (28,744) | (16,396) | |||||
Deemed dividend on convertible preferred stock | (16,987) | (217) | (546) | |||||
Net loss attributable to common stockholders | $ (37,619) | $ (28,851) | $ (16,704) | |||||
Net loss per share attributable to common stockholders: | ||||||||
Basic | $ (29.44) | $ (418.13) | $ (283.12) | |||||
Diluted | $ (29.44) | $ (418.13) | $ (283.12) | |||||
Shares used in the calculation of net loss per share: | ||||||||
Basic | 1,278 | 69 | 59 | |||||
Diluted | 1,278 | 69 | 59 | |||||
As Previously Reported [Member] | ||||||||
Stockholders' equity: | ||||||||
Net Income (Loss) | $ (4,589) | $ (4,868) | $ (10,717) | $ (15,306) | ||||
Other comprehensive loss items: | ||||||||
Deemed dividend on convertible preferred stock | 0 | 0 | 0 | 0 | ||||
Net loss attributable to common stockholders | $ (4,589) | $ (4,868) | $ (10,717) | $ (15,306) | ||||
Net loss per share attributable to common stockholders: | ||||||||
Basic | $ (3.89) | $ (8.93) | $ (24.52) | $ (22.28) | ||||
Diluted | $ (3.89) | $ (8.93) | $ (24.52) | $ (22.28) | ||||
Shares used in the calculation of net loss per share: | ||||||||
Basic | 1,179 | 545 | 437 | 687 | ||||
Diluted | 1,179 | 545 | 437 | 687 | ||||
Adjustment [Member] | ||||||||
Stockholders' equity: | ||||||||
Net Income (Loss) | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Other comprehensive loss items: | ||||||||
Deemed dividend on convertible preferred stock | (7,610) | (9,377) | (9,377) | (16,987) | ||||
Net loss attributable to common stockholders | $ (7,610) | $ (9,377) | $ (9,377) | $ (16,987) | ||||
Net loss per share attributable to common stockholders: | ||||||||
Basic | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Diluted | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Shares used in the calculation of net loss per share: | ||||||||
Basic | 0 | 0 | 0 | 0 | ||||
Diluted | 0 | 0 | 0 | 0 | ||||
As adjusted [Member] | ||||||||
Stockholders' equity: | ||||||||
Net Income (Loss) | $ (4,589) | $ (4,868) | $ (10,717) | $ (15,306) | ||||
Other comprehensive loss items: | ||||||||
Deemed dividend on convertible preferred stock | (7,610) | (9,377) | (9,377) | (16,987) | ||||
Net loss attributable to common stockholders | $ (12,199) | $ (14,245) | $ (20,094) | $ (32,293) | ||||
Net loss per share attributable to common stockholders: | ||||||||
Basic | $ (10.35) | $ (26.14) | $ (45.98) | $ (47.01) | ||||
Diluted | $ (10.35) | $ (26.14) | $ (45.98) | $ (47.01) | ||||
Shares used in the calculation of net loss per share: | ||||||||
Basic | 1,179 | 545 | 437 | 687 | ||||
Diluted | 1,179 | 545 | 437 | 687 |
Adjusted Historical Financials
Adjusted Historical Financials - Summary of Prior Period Adjustments (Parenthetical) (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Prior Period Adjustment [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||||||
Mar. 14, 2024 | Mar. 04, 2024 | Feb. 15, 2024 | Jan. 31, 2024 | Nov. 14, 2023 | Jul. 31, 2024 | Apr. 30, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Sep. 18, 2023 | Sep. 13, 2023 | Dec. 31, 2020 | Jul. 23, 2020 | |
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||||||||||
Total stockholders' equity | $ (247,000) | $ 4,889,000 | $ 25,208,000 | $ 10,028,000 | ||||||||||||
Market value of listed securities | $ 35,000,000 | |||||||||||||||
Net income from continuing operations | 500,000 | |||||||||||||||
Exercise of common stock warrants | 114,000 | 1,000 | 15,063,000 | |||||||||||||
Gross proceeds | 9,553,000 | $ 5,602,000 | $ 14,420,000 | |||||||||||||
July 2020 Warrants | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exercise price of warrants per share | $ 1,000 | |||||||||||||||
Series J Convertible Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Dividend rate | 5% | |||||||||||||||
Exercise price of warrants per share | $ 30 | $ 30 | ||||||||||||||
BIOLASE Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Total stockholders' equity | $ 3,000 | |||||||||||||||
Sale of stock, net, shares | 503,000 | 7,000 | 6,000 | |||||||||||||
Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Total stockholders' equity | $ 2,500,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Common stock, par value | $ 0.001 | |||||||||||||||
Bid Price Per Share | $ 1 | |||||||||||||||
Sale of stock, net, shares | 7,795,000 | |||||||||||||||
Sale of Units, Price Per Share | $ 0.44 | |||||||||||||||
Gross proceeds | $ 7,000,000 | |||||||||||||||
Subsequent Event [Member] | Series J Convertible Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Dividend rate | 5% | 5% | 5% | |||||||||||||
Preferred Stock stated value | $ 100 | $ 100 | ||||||||||||||
Dividend paid In share | 1,215 | |||||||||||||||
Subsequent Event [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Bid Price Per Share | $ 1 | |||||||||||||||
Subsequent Event [Member] | Class A Warrant [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exercise of common stock warrants | $ 12,300,000 | |||||||||||||||
Subsequent Event [Member] | Class A Warrant [Member] | BIOLASE Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exercise price of warrants per share | $ 0.66 | |||||||||||||||
Subsequent Event [Member] | Class B Warrant [Member] | BIOLASE Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exercise price of warrants per share | $ 0.748 | |||||||||||||||
Subsequent Event [Member] | Pre Funded Warrants [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Number of Warrants Issued | 8,205,000 | |||||||||||||||
Pre-funded warrants exercised | 8,205,000 | |||||||||||||||
Sale of Units, Price Per Share | $ 0.439 | |||||||||||||||
Subsequent Event [Member] | Pre Funded Warrants [Member] | BIOLASE Common Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Exercise price of warrants per share | $ 0.001 |
Consolidated Valuation and Qual
Consolidated Valuation and Qualifying Accounts and Reserves (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for doubtful accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 2,164 | $ 2,154 | $ 4,017 |
Charges (Reversals) to Cost or Expenses | (2,034) | (12) | (202) |
Deductions | 114 | 22 | (1,661) |
Balance at End of Year | 244 | 2,164 | 2,154 |
Allowance for sales returns | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 262 | 262 | 262 |
Charges (Reversals) to Cost or Expenses | 0 | 0 | 0 |
Deductions | 0 | 0 | 0 |
Balance at End of Year | 262 | 262 | 262 |
Allowance for tax valuation | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 31,235 | 27,261 | 21,743 |
Charges (Reversals) to Cost or Expenses | (24) | (4) | 5,518 |
Deductions | 4,595 | 3,978 | 0 |
Balance at End of Year | $ 35,806 | $ 31,235 | $ 27,261 |