BIOLASE, Inc. (NASDAQ: BIOL) (the “company”), a global leader in dental lasers, recently announced that the company and its direct domestic subsidiaries have voluntarily initiated Chapter 11 proceedings (the “Bankruptcy Petitions”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). BIOLASE will seek Court approval to continue operating during the proceedings and remains focused on providing its customers with its award-winning dental lasers and customer service.
The company also announced that it is pursuing a sale process under Section 363 of the Bankruptcy Code in conjunction with the filing. To this end, BIOLASE has entered into an asset purchase agreement with Sonendo, Inc. (“Sonendo”), a Delaware corporation, which it intends to submit to the Court. Under the agreement, Sonendo will acquire substantially all of the assets of BIOLASE through a Court-supervised auction process, subject to Bankruptcy Court approval and certain other conditions, for (a) $14.0 million in cash paid at closing, subject to a working capital adjustment; (b) assumption of certain Assumed Liabilities (as defined in the Asset Purchase Agreement); and (c) the Delaware Litigation Settlement Value (as defined in the Asset Purchase Agreement). This bid will serve as a starting point for the company’s sale process, which may include other bidders. Sonendo is a leading dental technology company.
BIOLASE CEO John Beaver commented, “After carefully considering a range of alternatives, we are confident that pursuing Chapter 11 provides the most viable long-term path for BIOLASE to address its liquidity challenges. Our portfolio includes some of the most renowned dental laser products in the industry, and we are eager to partner with Sonendo, leveraging their extensive expertise in the dental sector to continue advancing our mission. We deeply appreciate the ongoing support from our customers and suppliers throughout this process, and we also want to recognize the dedication of our talented employees.”
Additional Information
The company also announced that it has received a commitment from SWK Funding LLC for no less than $2.5 million in Debtor-in-Possession (DIP) financing, including a $1.43 million interim advance. The new facility, subject to court approval, will enable the company to operate business uninterrupted and continue to meet its financial obligations, including the timely payment of employee wages and benefits, continued servicing of customer orders and shipments, and other obligations.
The company has engaged SSG Capital Advisors, LLC, to advise on its strategic options, including a potential sale of all or some of the company’s assets in connection with the Bankruptcy Petitions. Any sale would be subject to review and approval by the Bankruptcy Court and compliance with court-approved bidding procedures. The company cannot be certain that the company’s security holders will receive any payment or other distribution on account of their shares following such sales.
Additional information about the Bankruptcy Petitions, including access to Bankruptcy Court documents, is available online at https://dm.epiq11.com/Biolase, a website administered by Epiq Corporate Restructuring, LLC, a third-party bankruptcy claims and noticing agent.
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, 2023, BIOLASE’s proprietary laser products incorporate approximately 241 patented and 21 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, 2023, BIOLASE has sold over 47,700 laser systems in more than 80 countries worldwide. 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 press release contains forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, that involve significant risks and uncertainties. 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,” “outlook,” “potential,” “plan,” “seek,” and similar expressions or the negatives of these terms or other comparable terminology. These statements include those regarding BIOLASE’s future financial condition; the company’s business strategy and plans; and objectives for future operations, including its intent to sell substantially all of its assets and the assets of its domestic subsidiaries during the bankruptcy case and to facilitate an orderly wind-down of its operations. The statements also include the company’s expectations regarding the sale of assets, the debtor-in-possession financing, and the ability to maintain normal operations during the Chapter 11 cases. 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 on several factors, including the risks associated with the Chapter 11 filings. These factors are described in BIOLASE’s Annual Report on Form 10-K for the year ended December 31, 2023, and Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, as filed with the Securities and Exchange Commission. Except as required by law, BIOLASE does not undertake any obligation to revise or update any forward-looking statements.
