Sonendo Executes Asset Purchase Agreement to Acquire Biolase Assets

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10/09/2024 - 07:00 AM EDT

LAGUNA HILLS, Calif.--(BUSINESS WIRE)-- Sonendo, Inc. (OTCQX: SONX) (“Sonendo” or “Company”), a leading dental technology company and developer of the GentleWave® System, today announced that the Company has entered into an Asset Purchase Agreement (“APA”) with Biolase, Inc. and certain of its subsidiaries (the “Sellers”) pursuant to which the Company agreed to acquire substantially all of the assets of the Sellers and their subsidiaries for a total purchase price of $14 million, plus the assumption of certain operating liabilities and the settlement value of certain ongoing patent litigation between Sonendo’s subsidiary PIPStek, LLC and certain of the Sellers (as more fully described below).

The Sellers, together with certain of their subsidiaries, are debtors in voluntary Chapter 11 cases before the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), which commenced on October 1, 2024. Upon Bankruptcy Court approval, the Company will be designated as the “stalking horse” bidder in connection with a sale of the assets under Section 363 of Title 11 of the United States Code. The transaction will be conducted through a Bankruptcy Court-supervised process pursuant to Bankruptcy Court-approved bidding procedures and is subject to the receipt of higher and better offers from competing bidders at an auction, approval of the sale by the Bankruptcy Court, and the satisfaction of certain conditions.

“If the Court accepts our bid as the winning offer, Sonendo is committed to ensuring a smooth transition that delivers a continuity of support and service to all Biolase customers and their patients, as well as their suppliers and other vendors,” said Bjarne Bergheim, President and Chief Executive Officer of Sonendo. “The Sonendo team is very enthusiastic about the prospect of bringing these two organizations together. We anticipate meaningful cross-selling and significant cost reduction synergy opportunities as a combined company and that we will emerge as a stronger organization that can leverage a more comprehensive technology platform through increasingly focused specialty sales organizations to help advance our mission of saving teeth and restoring health.”

In January 2023, the Company’s wholly-owned subsidiary, PIPStek LLC, filed a patent infringement lawsuit against Biolase in the U.S. District Court for the District of Delaware asserting infringement by Biolase of certain of PIPStek’s patents covering the use of laser systems and radial firing tips.” On October 1, 2024, in connection with the Sellers’ Chapter 11 case, the Company filed a proof of claim with the Bankruptcy Court for a total of not less than $59,000,000 of current and ongoing damages associated with patent infringement by Biolase.

“Sonendo has made significant investments in its proprietary technology and intellectual property position and we will continue to vigorously enforce our rights against any parties who might infringe them,” Mr. Bergheim continued.

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 over 80 countries around the world. 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.

About Sonendo

Sonendo is a commercial-stage medical technology company focused on saving teeth from tooth decay, the most prevalent chronic disease globally. Sonendo develops and manufactures the GentleWave® System, an innovative technology platform designed to treat tooth decay by cleaning and disinfecting the microscopic spaces within teeth without the need to remove tooth structure. The system utilizes a proprietary mechanism of action, which combines procedure fluid optimization, broad-spectrum acoustic energy, and advanced fluid dynamics, to debride and disinfect deep regions of the complex root canal system in a less invasive procedure that preserves tooth structure. The clinical benefits of the GentleWave® System when compared to conventional methods of root canal therapy include improved clinical outcomes, such as superior cleaning that is independent of root canal complexity and tooth anatomy, high and rapid rates of healing and minimal to no post-operative pain. In addition, the GentleWave® System can improve the workflow and economics of dental practices and offers patients an effective, less invasive, and less painful alternative to traditional root canal therapy.

For more information about Sonendo and the GentleWave® System, please visit www.sonendo.com. To find a GentleWave® doctor in your area, please visit www.gentlewave.com.

Forward-Looking Statements

This press release includes forward-looking statements (statements which are not historical facts) within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to: the outcome of the bankruptcy process and whether the Company will be successful in acquiring the Seller’s assets pursuant to the APA; the outcome of the Delaware litigation and whether the Company will be successful in realizing the amount of its claim; outcomes of the bankruptcy process, the descriptions of the post-transaction company and its operations, strategies and plans, integration, synergies, capital expenditures, opportunities and future performance, and any related financing transactions we may pursue. You are cautioned that such statements are not guarantees of future performance and that our actual results may differ materially from those set forth in the forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions; speak only as of the date they are made; and, as a result, are subject to risks and uncertainties that may change at any time. Factors that could cause the Company’s actual results to differ materially from these forward-looking statements include: the receipt of higher or better offers from competing bidders at the auction; approval of the sale by the Bankruptcy Court; the Company’s and/or the Seller’s ability to satisfy requisite closing conditions; the scope, nature, impact or timing of the proposed acquisition, including among other things the integration of the businesses and realization of synergies and opportunities for growth and innovation and incurrence of related costs and expenses; future availability of credit and factors that may affect such availability, including credit market conditions and the Company’s capital structure and need to raise capital; cost reduction efforts and restructuring costs and savings; the ability to realize the intended benefits of organizational changes; risks relating to significant transaction costs; the possibility that the anticipated benefits from the proposed acquisition cannot be realized in full or at all or may take longer to realize than expected; risks associated with transaction-related litigation; the ability of the Company to hire key Biolase personnel; and other risks and uncertainties more fully described in our registration statements, reports and other filings with the Securities and Exchange Commission, including the “Risk Factors” set forth in our Annual Report on Form 10-K, as supplemented by our quarterly reports on Form 10-Q. Such filings are available on our website or at www.sec.gov. We undertake no obligation to publicly update or revise forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.