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:
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Help ensure continued listing of our common stock on The Nasdaq Capital Market
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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.
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Attract institutional investors and promote greater liquidity for our stockholders
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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.
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Enable us to offer equity compensation to employees and other service providers (and, thus, conserve cash)
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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.
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Provide that shares of common stock are authorized and available for future uses
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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,