BIOLASE, Inc. Informs Stockholders of Key Dates and Terms Related to Announced Rights Offering

Rhea-AI Summary

BIOLASE, Inc. (NASDAQ: BIOL) announced details about its proposed rights offering aimed at stockholders of record as of July 1, 2020. Each stockholder will receive a non-transferable subscription right to purchase units at $1,000, including newly created Series F Convertible Preferred Stock and warrants. The subscription period is from July 2 to July 15, 2020. BIOLASE plans to utilize the proceeds for working capital following strong recovery signals in the U.S. dental market, signaling a positive trend for dental practices amid COVID-19.

Positive

• Rights offering expected to raise capital for working needs.
• Strong recovery in the U.S. dental market with 77% of offices fully open.
• New initiatives like the BIOLASE Partnership Program and Waterlase Mentoring Experience to boost sales.

Negative

• Subscription rights are non-transferable, limiting liquidity for investors.
• Potential dilution of shareholder value due to the issuance of new units.

IRVINE, Calif., June 22, 2020 /PRNewswire/ -- BIOLASE, Inc. (NASDAQ: BIOL), a global leader in dental lasers, today provided an informational update to stockholders regarding its proposed rights offering and the expected key dates and terms relative to the offering. Stockholders of record on Wednesday July 1 (the "Record Date") will be entitled to participate in the rights offering. Prospective stockholders who wish to participate in the rights offering are advised to ensure that they complete their open market purchases of BIOLASE's common stock by Monday, June 29, 2020 to be considered a stockholder of record on the Record Date. Holders as of the Record Date of the Company's warrants issued on June 10, 2020 (the "June 2020 Warrants") are also entitled to participate in the rights offering on the same terms as the Company's stockholders. Stockholders, warrant holders or interested parties are advised to direct all questions and informational requests to the contacts listed below.

Under the proposed rights offering, BIOLASE will distribute one non-transferable subscription right for each share of common stock and each June 2020 Warrant (on an as-if-converted-to-common-stock basis) held on the Record Date. Each subscription right will entitle the holder to purchase one unit, at a subscription price of $1,000 per unit, consisting of one share of the Company's newly created Series F Convertible Preferred Stock with a face value of $1,000 (and immediately convertible into shares of BIOLASE's common stock at a conversion price of $0.40 per share) and 2,500 warrants to purchase BIOLASE's common stock with an exercise price of $0.40 per share. The warrants will be exercisable for 5 years after the date of issuance.

The subscription rights will be non-transferable and may only be exercised during the anticipated subscription period of Thursday, July 2, 2020 through 5:00 PM ET on Wednesday, July 15, 2020, unless extended by BIOLASE.

The expected calendar for the rights offering is as follows:

• Monday, June 29, 2020: Ownership Day — in order to be considered a stockholder of record on Wednesday, July 1, 2020, shares should be acquired by this date.
• Wednesday, July 1, 2020: Record Date
• Thursday, July 2, 2020: Distribution Date; Subscription Period Begins
• Wednesday, July 15, 2020: Subscription Period Ends 5:00 PM ET (unless extended at BIOLASE's sole discretion)

Holders who exercise their subscription rights in full will be entitled, if available, to subscribe for additional units that are not purchased by other stockholders, on a pro rata basis and subject to ownership limitations.

"The U.S. dental market has bounced back quickly, and we expect to take full advantage of this," said Todd Norbe, President and Chief Executive Officer of BIOLASE. "According to the latest survey from the American Dental Association, 77% of dental offices were fully open the week of June 1, 2020. We intend to use the proceeds from the rights offering to fund our working capital requirements and operations. We recently introduced the BIOLASE Partnership Program that provides dentists the opportunity to purchase a laser with no payment until 2021 and provides in-office training, eliminating the need for travel. We are also planning to expand our Waterlase Mentoring Experience ("WME") during the second half of the year that allows dentists to "test drive" our technology before they make a buying decision. Additionally, we believe that the move to eliminate aerosols in dental offices positions us well as our products provide a better option for the Hygienist and General Dentist by reducing aerosol production by 98 to 100%."

BIOLASE has engaged Maxim Group LLC, The Benchmark Company, LLC and Colliers Securities LLC as joint dealer-managers for the proposed rights offering. Questions about the rights offering or requests for copies of the preliminary and final prospectuses, when available, may be directed to Maxim Group LLC at 405 Lexington Avenue, New York, NY 10174, Attention Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.

A registration statement (Registration No. 333-238914) relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. The rights offering, which is expected to commence following the effectiveness of the registration statement, is being made only by means of a written prospectus. A preliminary prospectus relating to and describing the proposed terms of the rights offering has been filed with the SEC as a part of the registration statement and is available on the SEC's website at https://www.sec.gov/Archives/edgar/data/811240/000119312520173995/d127305ds1a.htm. Copies of the preliminary and final prospectuses for the rights offering may be obtained, when available, from Maxim Group LLC, 405 Lexington Avenue, New York, NY 10174, Attention Syndicate Department, email: syndicate@maximgrp.com or telephone (212) 895-3745.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BIOLASE, Inc.

BIOLASE is a medical device company that develops, manufactures, markets, and sells laser systems in dentistry and medicine.  BIOLASE's products advance the practice of dentistry and medicine for patients and healthcare professionals. BIOLASE's proprietary laser products incorporate approximately patented 261 and 52 patent-pending technologies designed to provide biologically clinically superior performance with less pain and faster recovery times. BIOLASE's innovative products provide cutting-edge technology at competitive prices to deliver superior results for dentists and patients. BIOLASE's principal products are revolutionary dental laser systems that perform a broad range of dental procedures, including cosmetic and complex surgical applications, and a full line of dental imaging equipment. BIOLASE has sold over 41,200 laser systems to date in over 80 countries around the world. Laser products under development address BIOLASE's core dental market and other adjacent medical and consumer applications.

For updates and information on Waterlase iPlus®, Waterlase Express™, and laser dentistry, find BIOLASE online at www.biolase.com, Facebook at www.facebook.com/biolase, Twitter at www.twitter.com/biolaseinc, Instagram at www.instagram.com/waterlase_laserdentistry, and LinkedIn at www.linkedin.com/company/biolase.

BIOLASE®, Waterlase® and Waterlase iPlus® are registered trademarks of BIOLASE, Inc.

Note on Forward-looking Statements
This press release contains forward-looking statements, as that term is defined in the Private Litigation Reform Act of 1995, that involve significant risks and uncertainties, including statements, predictions, or expectations regarding BIOLASE's revenue during the second quarter of 2020. Forward-looking statements can be identified through the use of words such as may," "might," "will," "intend," "should," "could," "can," "would," "continue," "expect," "believe," "anticipate," "estimate," "predict," "outlook," "potential," "plan," "seek," and similar expressions and variations or the negatives of these terms or other comparable terminology. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect BIOLASE's current expectations and speak only as of the date of this release. Actual results may differ materially from BIOLASE's current expectations depending upon a number of factors. These factors include, among others, the coronavirus (COVID-19) and the effects of the outbreak and actions taken in connection therewith,  adverse changes in general economic and market conditions, competitive factors including but not limited to pricing pressures and new product introductions, uncertainty of customer acceptance of new product offerings and market changes, risks associated with managing the growth of the business, and those other risks and uncertainties that are described in the "Risk Factors" section of BIOLASE's annual report filed on Form 10-K filed with the Securities and Exchange Commission. Except as required by law, BIOLASE does not undertake any responsibility to revise or update any forward-looking statements.

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SOURCE BIOLASE, Inc.

FAQ

What is the purpose of BIOL's proposed rights offering?

The rights offering aims to raise capital for working capital needs and operations amid a recovering dental market.

When does the subscription period for BIOL's rights offering begin?

The subscription period begins on July 2, 2020, and ends on July 15, 2020.

What are the terms of the rights offering for BIOL's stockholders?

Stockholders will receive one non-transferable subscription right for each share held, allowing them to purchase units at $1,000 each.

How much is each unit in BIOL's rights offering valued at?

Each unit is valued at $1,000, consisting of preferred stock and warrants.

What do the new units in the rights offering include?

Each unit includes one share of Series F Convertible Preferred Stock and 2,500 warrants to purchase common stock at $0.40 per share.