LAKE
FOREST, Calif., Sept. 13,
2023 /PRNewswire/ -- BIOLASE, Inc. (NASDAQ:
BIOL) ("BIOLASE" or the "Company"), a global leader in dental
lasers, today announced the pricing of an underwritten public
offering of 75,000 units (the "Units"), with each Unit consisting
of one share of BIOLASE's Series J Convertible Redeemable Preferred
Stock, par value $0.001 per share,
with a liquidation preference of $100.00 per share (the "Series J Convertible
Preferred Stock"), and one warrant (the "Warrants") to purchase
one-half of one (0.50) share of Series J Convertible Preferred
Stock. The offering is expected to close on September 18, 2023, subject to customary closing
conditions.
The purchase price for one Unit is $60.00, which reflects the issuance of the Series
J Convertible Preferred Stock with an original issue discount. The
Series J Convertible Preferred Stock has a term of one (1) year and
is convertible at the option of the holder at any time into shares
of BIOLASE common stock at a conversion price of $3.26.
Dividends on the Series J Convertible Preferred Stock will be
paid, if and when declared by the Board of Directors, in-kind ("PIK
dividends") in additional shares of Series J Convertible Preferred
Stock based on the stated value of $100.00 per share at a dividend rate of 20.0% per
annum. The PIK dividends will be payable to holders of the Series J
Convertible Preferred Stock of record at the close of business on
October 31, 2023, January 31, 2024, April
30, 2024 and July 31,
2024.
The Warrants have a term of one (1) year. Each Warrant will have
an exercise price of $30.00 (50.0% of
the public offering price per Unit) per Warrant, be exercisable
for one-half of one (0.5) share of Series J Convertible
Preferred Stock and will be immediately exercisable.
Lake Street Capital Markets, LLC and Maxim Group LLC are acting
as joint bookrunners for the offering.
The gross proceeds to BIOLASE from the offering, before
underwriting discounts and commissions and offering expenses, are
expected to be approximately $4.5
million. BIOLASE intends to use the net proceeds from the
offering for working capital and for general corporate
purposes.
Registration statements on Form S-1 (File No. 333-273372) and
Form S-1 MEF (File No. 333-274504) relating to the securities being
offered were previously filed with, and declared effective by, the
U.S. Securities and Exchange Commission (the "SEC") on September 13, 2023. The offering is being made
only by means of a prospectus that forms a part of the registration
statements. A final prospectus relating to the offering will be
filed with the SEC and will be available on the SEC's website,
located at www.sec.gov. Alternatively, copies of the
prospectus may be obtained, when available, from Lake Street
Capital Markets, LLC, Attn: Syndicate Department, 920 Second Avenue
South, Suite 700, Minneapolis, MN
55402, by calling (612) 326-1305, or by
emailing syndicate@lakestreetcm.com. Before you invest, you
should read the prospectus, together with the information
incorporated therein, for more complete information about BIOLASE
and the offering.
This press release shall not constitute an offer to sell or
the solicitation of an offer to buy these securities, nor shall
there be any sale of these 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.
About BIOLASE
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. As of December 31,
2022, BIOLASE's proprietary laser products incorporate
approximately 259 active patents and 24 patent-pending technologies
designed to provide biologically and 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
dental laser systems that perform a broad range of dental
procedures, including cosmetic and complex surgical applications.
From 1998 through December 31, 2022, BIOLASE has
sold over 45,500 laser systems in over 80 countries around the
world. Laser products under development
address BIOLASE's core dental market and other adjacent
medical and consumer applications.
BIOLASE®, Waterlase® and Waterlase iPlus® are registered
trademarks of BIOLASE, Inc.
Forward Looking Statements
This communication contains certain "forward-looking
statements" within the meaning of the U.S. federal securities laws.
Such statements are based upon various facts and derived utilizing
numerous important assumptions and are subject to known and unknown
risks, uncertainties and other factors that may cause actual
results, performance or achievements to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Statements preceded by,
followed by or that otherwise include the words "believes,"
"expects," "anticipates," "intends," "projects," "estimates,"
"plans" and similar expressions or future or conditional verbs such
as "will," "should," "would," "may" and "could" are generally
forward-looking in nature and not historical facts, although not
all forward-looking statements include the foregoing. The
forward-looking statements include statements regarding the
expected closing date of the offering and the expected use of
proceeds from the offering. 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, those risks and uncertainties
that are described in the "Risk Factors" section of BIOLASE's
registration statement on Form S-1 (File No. 333-273372),
our Annual Report on Form 10-K for the year ended December 31, 2022, and other filings made by
BIOLASE with the SEC. Except as required by law, BIOLASE
does not undertake any responsibility to revise or update any
forward-looking statements.
Investor Relations:
EVC Group, Inc.
Michael Polyviou/Todd Kehrli
(732) 232-6914
mpolyviou@evcgroup.com; tkehrli@evcgroup.com
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SOURCE BIOLASE, Inc.