IRVINE, Calif., Oct. 24, 2019 /PRNewswire/ -- BIOLASE,
Inc. (Nasdaq: BIOL), the global leader in dental lasers, today
announced the pricing of an underwritten public offering of
7,820,000 shares of its common stock at a price to the public of
$0.5750 per share. In addition,
BIOLASE has granted the underwriters a 30-day over-allotment option
to purchase up to an additional 1,173,000 shares of common stock at
the public offering price, less the underwriting
discount.
The Benchmark Company, LLC and Dougherty & Company LLC are
acting underwriters for the common stock offering.
BIOLASE also announced that investors affiliated with
Jack W. Schuler and Oracle
Investment Management, Inc. have agreed to
purchase 69,565 unregistered shares of the Company's
convertible preferred stock at a price of $57.50 per share in a concurrent private
placement. Each share of preferred stock is automatically
convertible into 100 shares of common stock at a conversion price
equal to $0.5750 per share, subject
to customary anti-dilution adjustments, at such time as BIOLASE
increases the amount of its authorized common stock to permit the
full conversion.
The common stock offering and concurrent private placement are
each expected to close on October 29,
2019. The closing of the common stock offering is contingent
upon the completion of the concurrent private placement, and the
closing of the concurrent private placement is contingent upon the
completion of the common stock offering.
At the closings, BIOLASE will
receive approximately $4.2
million in net proceeds from the common stock offering (or
approximately $4.8 million if the
underwriters exercise their over-allotment option in full), after
deducting the underwriting discount, and approximately $4.0 million in gross proceeds from the
concurrent private placement, resulting in total net proceeds from
the offering and private placement of approximately $8.2 million (or approximately $8.8 million if the underwriters exercise their
over-allotment option in full), before transaction costs. BIOLASE
intends to use the net proceeds for working capital, including new
product development, launch and subsequent scale-ups, as well as
other general corporate purposes.
Following the closing of the private
placement, BIOLASE will be required to submit to a
stockholder vote a charter amendment increasing the number of its
authorized shares of common stock in order to permit the full
conversion of the convertible preferred stock and satisfy Nasdaq
requirements with respect to the issuance
of BIOLASE common stock upon conversion of the
convertible preferred stock. BIOLASE expects this item of
business to be on the agenda for BIOLASE's 2020 annual meeting of
stockholders. The conversion of the preferred stock will occur
automatically upon receipt of such stockholder approval and the
filing of the related charter amendment with the Secretary of State
of the State of Delaware. In
addition, BIOLASE agreed to use commercially reasonable
efforts to file, within 30 days following receipt of the
stockholder approval, a registration statement with the U.S.
Securities and Exchange Commission (the "SEC") to register the
resale of the shares of common stock underlying the convertible
preferred stock.
A registration statement on Form S-1 (File No. 333-233629)
relating to the public offering of common stock described above was
filed with the SEC and was declared effective on October 24, 2019. The common stock offering is
being made only by means of the prospectus forming part of the
effective registration statement. A preliminary prospectus relating
to and describing the terms of the offering has been filed with the
SEC and is available on the SEC's website at www.sec.gov. Copies of
the preliminary prospectus and, when available, the final
prospectus may be obtained from The Benchmark Company, LLC by
calling toll-free 1-800-328-4000 or Dougherty & Company LLC by
calling toll-free 1-800-207-7455, or at the SEC's website at
www.sec.gov.
A summary of the terms of the convertible preferred stock is set
forth in the prospectus relating to the public offering of common
stock.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of any securities in any state or 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. The securities offered in the private
placement have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities
laws, and may not be offered or sold in the United
States absent registration, or an applicable exemption from
registration under the Securities Act and applicable state
securities laws.
About BIOLASE, Inc.
BIOLASE, Inc. is a medical device company that is a global
market leader in the manufacturing and marketing of proprietary
dental laser systems that enable dentists and dental specialists to
perform a broad range of minimally invasive dental procedures,
including cosmetic, restorative, and surgical applications.
BIOLASE's laser systems are designed to provide clinically
superior, patient-friendly results for many types of common dental
procedures compared to those achieved with traditional instruments.
BIOLASE has sold 38,900 laser systems to date in over 90 countries
around the world. BIOLASE®, Waterlase® and Waterlase iPlus® are
registered trademarks of BIOLASE, Inc.
Cautionary Statement Regarding 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
regarding the anticipated closings of the common stock offering and
concurrent private placement and the use of proceeds therefrom.
Forward-looking statements can be identified through the use of
words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates," "may," "will," "should," and
variations of these words or similar expressions. 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, delays in satisfying or failure to satisfy closing
conditions for the common stock offering and concurrent private
placement, 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, from
time-to-time, in the "Risk Factors" section
of BIOLASE's annual reports filed on Form 10-K with
the SEC. 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.