April 13, 2017
BIOLASE, Inc. (NASDAQ:BIOL), the global leader in dental lasers, announced today that investors including Oracle Partners, L.P., Oracle Ten Fund Master, L.P. and Oracle Institutional Partners L.P., the Schuler Family Foundation, and certain BIOLASE directors and officers, have agreed to purchase $10.0 million of unregistered shares of the Company’s convertible preferred stock and $0.5 million of warrants to purchase unregistered shares of the Company’s common stock, in a private placement transaction.
BIOLASE reports under the terms of the private placement, BIOLASE has agreed to sell an aggregate of 80,644 shares of a newly created series of its convertible preferred stock at a per share price of $124.00. Each share of preferred stock will initially be convertible into 100 shares of BIOLASE common stock, reflecting a conversion price equal to $1.24 per share, which is the closing price of BIOLASE common stock quoted on NASDAQ on April 10, 2017. In addition, the investors will purchase, for a price of $0.125 per warrant share, warrants to acquire up to an aggregate of 3,925,871 shares of BIOLASE common stock at an exercise price of $1.80 per share. The warrants become exercisable six months after the closing of the private placement, and expire five years after the date of issuance or, if earlier, five business days after BIOLASE delivers notice that the closing price per share of its common stock exceeded the exercise price for 20 consecutive trading days during the exercise period.
The closing of the private placement is expected to occur on April 18, 2017, subject to customary closing conditions. At the closing, BIOLASE will receive $10.5 million in gross proceeds. If all of the warrants are exercised, BIOLASE would receive an additional $7.1 million in gross proceeds, resulting in total proceeds from the private placement of up to $17.6 million before transaction costs. The proceeds will be used for working capital, including but not limited to new product development, launch and subsequent scale-up, as well as general corporate purposes.
Following the closing, BIOLASE will be required to hold a meeting of its stockholders in order to, among other things, approve a charter amendment increasing the number of its authorized shares of common stock from 100,000,000 shares to 200,000,000 shares and satisfy NASDAQ requirements with respect to the issuance of BIOLASE common stock upon conversion of the convertible preferred stock and exercise of the warrants. The conversion of the preferred stock will occur automatically upon receipt of such stockholder approval. 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 Securities and Exchange Commission to register the resale of the shares of common stock underlying the preferred stock and warrants.
Terms of the private placement can be found on a Form 8-K to be filed with the Securities and Exchange Commission on Monday, April 17, 2017.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. The securities offered and sold in the private placement have not been registered under the Securities Act of 1933, as amended, 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.