✓
|
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.
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