FOOTHILL RANCH, Calif.,
Oct. 27, 2021 /PRNewswire/
-- BIOLASE, Inc. (NASDAQ: BIOL), the global leader in dental
lasers, today issued a letter to stockholders concerning BIOLASE's
upcoming special meeting of stockholders on November 19, 2021. BIOLASE's Board of Directors
unanimously recommends that stockholders vote "FOR" the amendment
to the BIOLASE, Inc. Certificate of Incorporation to effect a
reverse stock split (without reducing the authorized number of
shares of common stock).
The text of the letter is as follows:
*******
October 27, 2021
Dear Fellow Stockholders:
You have an important decision to make at the upcoming special
meeting of stockholders on November 19,
2021. The Board of Directors strongly recommends that
stockholders approve an amendment to the BIOLASE, Inc. Certificate
of Incorporation to effect a reverse stock split (without reducing
the authorized number of shares of common stock). Whether or
not you plan to attend the special meeting, please vote as
promptly as possible. You can vote by mail, Internet or
telephone according to the instructions on each Internet Notice,
proxy card or voting instruction card you received. Proxy materials
and Internet voting are available at www.investorvote.com/BIOL, and
if you need any assistance voting please email BIOL@dfking.com or
call (800) 347-4750.
We released a video this week answering questions from
stockholders available at https://ir.biolase.com/.
The Board of Directors urges stockholders to vote FOR the
amendment.
Approving the amendment will:
- Help ensure continued listing of our common stock on The
Nasdaq Capital Market
Our primary objective in
effectuating the reverse stock split is to regain compliance with
Nasdaq listing rules. To maintain listing, the Nasdaq Capital
Market requires, among other things, that our common stock maintain
a minimum closing bid price of $1.00
per share. On May 24, 2021, we
received a deficiency letter from the Nasdaq Stock Market notifying
us that, for the 30 consecutive business days ended May 21, 2021, the bid price for our common stock
had closed below the minimum bid price. Thus, if we do not regain
compliance with the minimum bid price rule by our compliance
deadline of November 22, 2021 and we
are not eligible for an additional compliance period, Nasdaq may
initiate the delisting process. A delisting of our common stock
from Nasdaq may adversely affect investors' ability to trade shares
of our common stock.
- ü Attract institutional investors and promote greater
liquidity for our stockholders
Many institutional investors may
not invest in stocks priced at less than $1.00 per share and, thus, cannot invest in our
common stock at this time. If a reverse stock split causes
our stock price to exceed $1.00 per
share, those institutional investors will be able to invest in our
common stock, potentially increasing demand for shares of our
common stock and increasing trading liquidity.
- ü Enable us to offer equity compensation to employees
and other service providers (and, thus, conserve cash)
At our 2021 annual meeting of
stockholders, our stockholders approved an amendment to the
BIOLASE, Inc. 2018 Long-Term Incentive Plan to increase the number
of shares of our common stock available for issuance under the plan
by an additional 24,700,000 shares. Notwithstanding stockholder
approval of the plan amendment, we cannot grant any additional
awards under the plan because we do not have a sufficient number of
authorized shares under our Certificate of Incorporation. The
reverse stock split will ensure that we have adequate shares
available to make awards under the plan (functionally giving full
effect to the previously approved plan amendment). To the
extent that we can offer equity-based compensation in lieu of cash
compensation to employees and other service providers, we will be
able to conserve cash.
- Provide that shares of common stock are authorized and
available for future uses
By reducing the number of shares
outstanding in relation to the total shares authorized, our Board
of Directors will have greater flexibility to issue shares in the
future for general corporate purposes and for raising capital
(although we do not anticipate needing any additional capital in
the near term).
IT IS CRITICAL THAT YOU VOTE,
NO
MATTER HOW MANY SHARES YOU OWN.
THE REVERSE STOCK SPLIT WILL NOT AFFECT
YOUR PERCENTAGE
OWNERSHIP OF BIOLASE.
If you have questions or need assistance in voting your shares,
please call our proxy solicitor, D.F. King & Co.,
Inc., at (800) 347-4750, or click on the voting link from
the email you received with the proxy materials, if
applicable (if you hold at Robinhood, look for an email
from Proxydocs.com, and for all other stockholders, check for an
email from Proxyvote.com). You can also email D.F.
King & Co., Inc. at BIOL@dfking.com.
Thank you,
John R. Beaver
President and Chief Executive Officer
Cautionary Statement Regarding Forward-Looking
Statements
This communication 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 effects of stockholder approval of the
reverse stock split to be voted on at the special meeting and the
failure to receive such stockholder approval. 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," "potential," "plan," "seek," and similar expressions.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect our current expectations
and speak only as of the date of this communication. These factors
include, among others, those risks and uncertainties that are
described in the definitive proxy statement we filed with the
Securities and Exchange Commission (the "SEC") in connection with
the special meeting and in the "Risk Factors" section of our most
recent annual report on Form 10-K and our most recent quarterly
report on Form 10-Q filed with the SEC. Except as required by law,
we do not undertake any responsibility to revise or update any
forward-looking statements.
*******
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. BIOLASE's proprietary
laser products incorporate approximately 271 patented and 40
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
revolutionary dental laser systems that perform a broad range of
dental procedures, including cosmetic and complex surgical
applications. 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.
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SOURCE BIOLASE, Inc.