BIOLASE, a medical device company that develops, manufactures, markets and sells laser systems in dentistry and medicine, and its direct domestic subsidiaries have voluntarily initiated Chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware. BIOLASE will seek court approval to continue operating during the proceedings and remains focused on providing its customers with its dental lasers and customer service.
The company also announced that it has received a commitment from SWK Funding 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 also 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, 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; plus (b) assumption of certain Assumed Liabilities; plus (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.
“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,” John Beaver, CEO of BIOLASE, said. “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.”
The company has engaged SSG Capital Advisors 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 securityholders will receive any payment or other distribution on account of their shares following such sales.
