Attached files
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EX-99.7 - EX-99.7 - BIOLASE, INC | d127305dex997.htm |
EX-99.6 - EX-99.6 - BIOLASE, INC | d127305dex996.htm |
EX-99.5 - EX-99.5 - BIOLASE, INC | d127305dex995.htm |
EX-99.4 - EX-99.4 - BIOLASE, INC | d127305dex994.htm |
EX-99.3 - EX-99.3 - BIOLASE, INC | d127305dex993.htm |
EX-99.2 - EX-99.2 - BIOLASE, INC | d127305dex992.htm |
EX-23.1 - EX-23.1 - BIOLASE, INC | d127305dex231.htm |
EX-8.1 - EX-8.1 - BIOLASE, INC | d127305dex81.htm |
EX-5.1 - EX-5.1 - BIOLASE, INC | d127305dex51.htm |
EX-4.16 - EX-4.16 - BIOLASE, INC | d127305dex416.htm |
EX-4.15 - EX-4.15 - BIOLASE, INC | d127305dex415.htm |
EX-4.12 - EX-4.12 - BIOLASE, INC | d127305dex412.htm |
EX-4.11 - EX-4.11 - BIOLASE, INC | d127305dex411.htm |
EX-4.10 - EX-4.10 - BIOLASE, INC | d127305dex410.htm |
EX-3.1.12 - EX-3.1.12 - BIOLASE, INC | d127305dex3112.htm |
EX-1.1 - EX-1.1 - BIOLASE, INC | d127305dex11.htm |
S-1/A - AMENDMENT NO.2 TO FORM S-1 - BIOLASE, INC | d127305ds1a.htm |
You are required to submit payment in full for all the Units you wish to buy with your Basic Subscription Rights and Over-Subscription Privilege. If an insufficient number of Units is available to fully satisfy all Over-Subscription Privilege requests. Rights holders who exercise their Over-Subscription Privilege will receive the available Units pro rata based on the number of Units each Rights holder has subscribed for under the Oversubscription Privilege. To the extent you properly exercise your Over-Subscription Privilege for a number of Units that exceeds the number of unsubscribed Units available to you, any excess subscription payment received by the Subscription Agent will be returned to you as soon as practicable, without interest or deduction.
Do not send the Subscription Rights Certificate or payment to the Company. If you wish to participate in the Rights Offering, the Subscription Agent must receive your properly completed and duly executed Subscription Rights Certificate and any other required document, with full payment of the aggregate Subscription Price, including final clearance of any checks, before 5:00 p.m., New York City time, on the Expiration Date. Once you have exercised your Rights, you may not cancel, revoke or otherwise amend the exercise of your Rights. Any Rights that are not exercised prior to the Expiration Date will be void, of no value and will cease to be exercisable for Units, and you will have no further rights under them.
YOUR RIGHTS CERTIFICATE(S) AND FULL SUBSCRIPTION PAYMENT FOR EACH RIGHT THAT IS EXERCISED PURSUANT TO THE BASIC SUBSCRIPTION RIGHT PLUS THE FULL SUBSCRIPTION PRICE FOR ANY ADDITIONAL AMOUNT OF UNITS SUBSCRIBED FOR PURSUANT TO THE OVER-SUBSCRIPTION PRIVILEGE, INCLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. ONCE A HOLDER OF RIGHTS HAS EXERCISED THE BASIC SUBSCRIPTION RIGHT OR THE OVER-SUBSCRIPTION PRIVILEGE, SUCH EXERCISE MAY NOT BE REVOKED. RIGHTS NOT VALIDLY EXERCISED PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE WILL EXPIRE. IN CASE YOU HOLD RIGHTS THROUGH A BROKER, CUSTODIAN BANK OR OTHER NOMINEE, YOU SHOULD VERIFY THE DEADLINE FOR DELIVERING YOUR INSTRUCTION WITH YOUR BROKER, CUSTODIAN BANK OR OTHER NOMINEE.
1. Method of Subscription Exercise of Rights.
Your Rights are evidenced by a non-transferable Rights Certificate, which will be a physical certificate issued through the facilities of the Subscription Agent. The Rights Certificates will be delivered to record holders; if your Common Stock and/or June 2020 Warrant is registered in the name of a broker, dealer, custodian bank or other nominee (the nominee), your Rights Certificate will be delivered to such nominee on your behalf.
The Rights may be exercised by registered holders of Rights by completing and signing the Rights Certificate and delivering the completed and duly executed Rights Certificate, together with the full subscription payment for all the Units you wish to buy with your Basic Subscription Rights and Over-Subscription Privilege, to the Subscription Agent at the address set forth below. Completed Rights Certificates and related payments, including final clearance of any uncertified checks, must be received by the Subscription Agent prior to 5:00 p.m., New York City time, on the Expiration Date.
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If you do not indicate the number of Rights being exercised, or do not send sufficient funds to purchase the number of shares requested, then the funds will be applied to the exercise of Rights only to the extent of the payment actually received by the Subscription Agent.
2. Payment Method.
Your payment must be made in U.S. dollars for the full number of Units you wish to acquire under the Rights by the following method:
i. personal check payable to Computershare Trust Company, N.A. drawn upon a U.S. bank;
If you send a personal check, payment will not be deemed to have been received by the Subscription Agent until the check has cleared, which may require five (5) or more business days. Payment received after the Expiration Date of the Rights Offering, including any uncertified checks which have not cleared by the Expiration Date, will not be honored, and. in such event, the Subscription Agent will return your payment to you. without interest, as soon as practicable.
3. Issuance of Preferred Stock and Warrants.
As soon as practicable after the expiration of the Rights Offering, and within five business days thereof, we expect to close on subscriptions and for the Subscription Agent to arrange for the issuance of the shares of Preferred Stock and Warrants purchased in the Rights Offering. At closing, all prorating calculations and reductions contemplated by the terms of the Rights Offering will have been effected and payment to us for the subscribed-for Units will have cleared. All shares and Warrants that you purchase in the Rights Offering will be issued in book-entry, or uncertificated, form meaning that you will receive a direct registration, or DRS, account statement from our transfer agent reflecting ownership of these securities if you are a holder of record. If you hold your common stock and/or June 2020 Warrants in the name of a broker, dealer, bank or other nominee, DTC will credit your account with your nominee with the securities you purchase in the Rights Offering. Computershare Trust Company, N.A. is acting as the warrant agent in this offering..
4. Sale or Transfer of Rights.
The Rights granted to you are non-transferable and therefore, you may not sell, transfer or assign your Rights to anyone.
5. Commissions, Fees and Expenses
If you wish to exercise your Rights, the only cost to you will be the payment of the Subscription Price for purchase of the Rights Offering shares. We will pay all fees charged by the Subscription Agent and information agent. The Company is not charging any fees or commissions in connection with the issuance of the Rights to you or the exercise of your Rights. If you hold your shares of common stock and/or the June 2020 Warrants through a nominee, you may be required to pay your nominee certain service or administration fees in connection with the exercise of your Rights. Please check with your nominee in such regard. The Company is not responsible for covering or reimbursing any such fees.
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10. Determinations Regarding the Exercise of Your Rights.
The Company will resolve, in its sole discretion, all questions regarding the validity and form of the exercise of your Rights, including time of receipt and eligibility to participate in the Rights Offering. Such determinations will be final and binding. Once made, subscriptions are irrevocable, and the Company will not accept any alternative, conditional or contingent subscriptions or directions. The Company reserves the absolute right to reject any subscriptions or directions not properly submitted or the acceptance of which would be unlawful. You must resolve any irregularities in connection with your subscriptions before 5:00 p.m., New York City time, on the Expiration Date, unless the Company waives them in its sole discretion. Neither the Company nor the Subscription Agent is under any duty to notify you or your representative of defects in your subscriptions. A subscription will be considered accepted, subject to the Companys right to withdraw or terminate the Rights Offering, only when the Subscription Agent receives a properly completed and duly executed Rights Certificate end any offer required documents and payment in full of the aggregate Subscription Price for all of the shares of Common Stock for which you have subscribed. The Companys interpretations of the terms and conditions of the Rights Offering will be final and binding.
FOR QUESTIONS REGARDING THE RIGHTS OFFERING, ASSISTANCE REGARDING THE METHOD OF EXERCISING RIGHTS OR FOR ADDITIONAL COPIES OF RELEVANT DOCUMENTS, PLEASE CONTACT GEORGESON LLC TOLL-FREE: (866) 413-5899.
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