Dear Stockholder:Stockholders:

The Board of Directors is soliciting proxies for the 2017 Annual Meeting of Stockholders to be held on September 14, 2017.[ ]. This Proxy Statement contains information for you to consider when deciding how to vote on the matters brought before the meeting.Annual Meeting.

Voting materials, which include the Proxy Statement, Proxy Card and the 20162017 Annual Report on Form 10-K, are being mailed to stockholders on or about August 8, 2017.[ ]. The executive office of our Company is located at 4 Manhattanville5115 Ulmerton Road, Suite 106, Purchase, New York 10577,Clearwater, Florida 33760, telephone number (914) 468-4069.(727) 384-2323.

At the meeting,Annual Meeting, stockholders will be asked to:

All stockholders are invited to attend the meeting.Annual Meeting. The close of business on August 8, 2017[ ] is the record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting. Consequently, only stockholders whose names appear on our books as owning our Common Stockcommon stock at the close of business on August 8, 2017[ ] will be entitled to notice of, and to vote at, the Annual Meeting and any adjournment or postponement thereof.

Voting materials, which include the Proxy Statement, Proxy Card and our 20162017 Annual Report on Form 10-K (the “Annual Report”), are being mailed to stockholders on or about August 8, 2017.[ ]. Our executive office is located at 4 Manhattanville5115 Ulmerton Road, Suite 106, Purchase, New York 10577.Clearwater, Florida 33760.

BovieWe will bear the expense of soliciting proxies. These expenses will include the expense of preparing and mailing proxy materials for the Annual Meeting. We estimate that the cost of solicitation of proxies will be approximately $30,000$[ ] to be incurred solely by Bovie.us. We will reimburse banks, brokers and other custodians, nominees and fiduciaries for reasonable charges and expenses incurred in forwarding soliciting materials to their clients. We may conduct further solicitation personally or telephonically through our directors, officers, and employees, none of whom will receive additional compensation for assisting with the solicitation. We have retained the services of Laurel Hill to assist in the solicitation of proxies at the cost of approximately $6,500, plus reimbursement of certain expenses. Stockholders may call Laurel Hill at 888-742-1305 for assistance with voting.

Holders of common stock at the close of business on the Record Date may vote at the Annual Meeting. You will have one vote for every share of the Company's Common Stockcommon stock you owned of record on August 8, 2017 (the "Record Date"), inclusive of the holders of the Company's Series B Convertible Preferred Stock on an as-converted basis. Each share of Series B Convertible Preferred Stock is convertible into two (2) shares of Common Stock.Record Date.

A majority of the outstanding shares of Common Stockcommon stock entitled to vote (inclusive of shares of the Company's Series B Convertible Preferred Stock on an as-converted basis) represented in person or by proxy constitute a quorum. Abstentions and broker non-votes will count for purposes of determining whether a quorum exists, but not for voting purposes.

You can vote either in person at the Annual Meeting or by proxy without attending the Annual Meeting. We urge you to vote by proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting.

(a) How may I vote my shares in person at the meeting?meeting?

If your shares are registered directly in your name with our transfer agent, Manhattan Transfer Registrar Co., on the Record Date, you are considered, with respect to those shares, the stockholder of record, and the proxy materials and proxy card are being sent directly to you by the Company. As the stockholder of record, you have the right to vote in person at the meeting.Annual Meeting. If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name, and the proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the Annual Meeting. Since you are a beneficial owner and not the stockholder of record, you may not vote these shares in person at the meetingAnnual Meeting unless you obtain a "legal proxy" from the broker, trustee or nominee that holds your shares in its name, giving you the right to vote the shares at the meeting.Annual Meeting.

Whether you hold shares directly as a registered stockholder of record or beneficially in street name, you may vote without attending the meeting.Annual Meeting. You may vote by granting a proxy or, for shares held in street name, by submitting voting instructions to your broker or nominee. In most cases, you will be able to do this by telephone, by using the Internet or by mail. Please refer to the summary instructions included with proxy materials and on your proxy card. For shares held in street name, the voting instruction card will be included in the materials forwarded by the broker or nominee. If you have telephone or Internet access, you may submit your proxy by following the instructions with your proxy materials and on your proxy card. You may submit your proxy by mail by signing your proxy card or, for shares held in street name, by following the voting instructions with your proxy materials and on your proxy card. You may submit your proxy by mail by signing your proxy card or, for shares held in street name, by

following the voting instruction card included in the materials forwarded by your stockbroker or nominee and mailing it in the enclosed, postage paid envelope. If you provide specific voting instructions, your shares will be voted as you have instructed.

Broker non-votes occur when a beneficial owner of shares held in "street name" does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed "non-routine." Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be "routine," but not with respect to "non-routine" matters. Under the rules and interpretations of the New York Stock Exchange ("NYSE"), "non-routine" matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, election of directors (even if not consented) and executive compensation. The Asset Sale Proposal, the Director Proposal and the Advisory Proposal are considered a “non-routine” matter. Therefore, if you do not provide voting instructions to your broker regarding the Asset Sale Proposal, the Director Proposal and/or the Advisory Proposal, your broker will not be permitted to exercise voting authority to vote your shares on such proposals and will result in a broker non-vote.

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares of common stock entitled to vote are present at the meetingAnnual Meeting in person or represented by proxy. On the record date,Record Date, there were 31,002,832[__] shares of common stock issued and 30,859,753[__] outstanding and entitled to vote and 3,588,139 shares authorized and 975,639 shares of the Company's Series B Convertible Preferred Stock issued and outstanding of which 3,000,677 shares are entitled to vote. Thus, the holders of 16,930,216[__] shares of votingcommon stock must be present in person or represented by proxy at the meetingAnnual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the meeting.Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares of votingcommon stock present at the meetingAnnual Meeting in person or represented by proxy may adjourn the meetingAnnual Meeting to another date.

Yes. Any registered stockholder who voted by proxy or in person may change his or her vote at any time before recording the votes on the date of the Annual Meeting.

Provided you are the stockholder of record or have legal proxy from your nominee, you may revoke your proxy and change your vote at any time before the final vote at the meeting.Annual Meeting. You may do this by signing and submitting a new proxy card bearing a later date, or by attending the meetingAnnual Meeting and voting in person. Attending the meetingAnnual Meeting will not revoke your proxy unless you specifically request it.

A vote to "abstain" on any matter indicates that your shares will not be voted for such matter and will have the effect of a vote against the proposal. Abstentions are considered as being present for quorum purposes.

A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power for that particular item, and has not received instructions from the beneficial owner. Broker non-votes count for quorum purposes but not for voting purposes.

If you do not attend and vote your shares which are registered in your name or if you do not otherwise fill out the proxy card and vote by proxy, your shares will not be voted.

Your proxy will still be valid and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is actually voted.

Some banks, brokers and other nominee record holders may be participating in the practice of "householding" proxy statement and annual reports. This means that only one copy of our proxy statementProxy Statement and annual reportAnnual Report to Stockholders may have been sent to multiple Stockholdersstockholders in your household. We will promptly deliver a separate copy of either document to you if you contact the Secretary at the following address or telephone number: 4 Manhattanville5115 Ulmerton Road, Suite 106, Purchase, New York 10577,Clearwater, Florida 33760, telephone number (914) 468-4069.(727) 384-2323. If you want to receive separate copies of the proxy statementthis Proxy Statement or the annual report to StockholdersAnnual Report in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker or other nominee record holder, or you may contact the Company at the above address or telephone number.

Stockholders aredo not entitled tohave dissenter's rights of appraisal with respect to any of the proposals being voted on.

The announcement and Lawrence J. Waldman, each a current Director, for re-electionpendency of the Asset Sale Transaction, whether or not consummated, may adversely affect the trading price of our common stock, our business or our relationships with customers, suppliers and employees. In addition, pending the completion of the Asset Sale Transaction, we may be unable to attract and retain key personnel and the focus and attention of our management and employee resources may be diverted from operational matters during the pendency of the Asset Sale Transaction.

The closing of the Asset Sale Transaction is subject to the Boardsatisfaction or waiver of Directors.various conditions, including Stockholder Approval. We cannot guarantee that the closing conditions set forth in the Asset Purchase Agreement will be satisfied. If we are unable to satisfy the closing conditions in Buyer’s favor or if other mutual closing conditions are not satisfied, Buyer will not be obligated to complete the Asset Sale Transaction. In the event that the Asset Sale Transaction is not completed, the announcement of the termination of the Asset Purchase Agreement may adversely affect the trading price of our common stock, our business and operations or our relationships with customers, suppliers and employees.

Each director serves fromIn addition, if the date of his or her election until the next annual meeting ofAsset Sale Transaction is not completed, our Board, in discharging its fiduciary obligations to our stockholders, and until his successor is duly elected and qualified. The accompanying proxy card willmay evaluate other strategic alternatives that may be voted in favor of the persons named above to serveavailable, which alternatives may not be as directors, unless the Stockholder indicatesfavorable to the contrary onCompany and our stockholders as the proxy card. See "Information Regarding Executive Officers and Directors" for biographical information as to each nominee.Asset Sale Transaction.

Information RegardingThe Asset Purchase Agreement contains provisions that make it more difficult for us to sell our Boardassets or engage in another type of Directorsacquisition transaction with a party other than Buyer. These provisions include a non-solicitation provision and a provision obligating us to pay Buyer a Termination Fee of $4,850,000 under certain circumstances. These provisions could discourage a third party that might have an interest in acquiring all of, or substantially all of, our assets or our common stock from considering or proposing such an acquisition, even if that party were prepared to pay consideration with a higher value than the consideration to be paid by Buyer.

The proceeds from the Asset Sale Transaction will be paid directly to the Company and Bylaws providenot our stockholders. As discussed elsewhere in this Proxy Statement, our Board will evaluate different alternatives for the use of the proceeds from the Asset Sale Transaction. The Company intends to use a portion of the proceeds to pay transaction and other expenses of approximately $5,000,000 and will use the remainder of the proceeds, together with any other sources of liquidity available to us at that time, to support future operations. At this time, the Board has not determined how the remainder of the net proceeds of the Asset Sale Transaction will be utilized, but does not currently expect to declare a special dividend of any such proceeds to our stockholders.

Our ability to successfully commercialize our Certificate of Incorporation and Bylaws, theproducts, including our J-Plasma technology, will depend on a number of directorsfactors, any of which could delay or prevent commercialization, including:

The Company's Corporate Governance Policies alsofailure to successfully acquire or develop and commercialize new products will have a material and adverse effect on the future growth of our business, financial condition and results of operations.

This Proxy Statement and the attached annexes contain several features“forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements include statements concerning our outlook for the future, as well as other statements of beliefs, future plans and strategies or anticipated events, and similar expressions concerning matters that are not historical facts. These statements can be identified by the use of forward-looking terminology such as “believes,” “estimates,” “expects,” “may,” “will,” “should,” “could,” or “anticipates,” or the negative thereof or other variations thereon or other comparable terminology. The forward-looking statements included in this Proxy Statement or the attached annexes are based on management’s current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict and could cause actual results to differ materially from those expressed in, or implied by, the Company believesforward-looking statement. These risks and uncertainties include, but are not limited to:

At our Annual Meeting, stockholders will ensure thatact upon the Board maintains effective and independent oversight of management,matters outlined in the notice, including the following:

In reaching its decision to approve the Asset Purchase Agreement and the Asset Sale Transaction and to recommend that you vote in the manner noted above, our Board considered a wide range of material factors relating to the Asset Purchase Agreement and the Asset Sale Transaction and consulted with management and non-independent directors present are a standing Board agenda item. Executive sessionsoutside financial and legal advisors. For more information on these factors, see “Proposal 1: Asset Sale Proposal - Reasons for the Asset Sale Transaction and Recommendation of Our Board” beginning on page [__] below.

Only holders of our common stock as of the independent directors are heldclose of business on the Record Date will be entitled to receive notice of, and vote at, the Annual Meeting or any time requested by an independent director and, in any event, are heldadjournments or postponements of the Annual Meeting, unless a new record date is fixed in connection with any such adjournment or postponement. At the close of business on the Record Date, there were [__] shares of our common stock outstanding and entitled to vote at least 100%the Annual Meeting. No other shares of regularly scheduled Board meetings.capital stock were outstanding on the Record Date.

The presence, in person or by proxy, of the holders of a majority of the shares of the stock entitled to vote at the Annual Meeting is necessary to constitute a quorum to transact business. There must be a quorum for business to be conducted at the Annual Meeting. However, even if a quorum does not exist, pursuant to the Adjournment Proposal, a majority of the shares on common stock present, in person or by proxy, at the Annual Meeting may act to postpone or adjourn the Annual Meeting to another place, date and time.

The affirmative vote of the majority of the votes cast by stockholders present in person or represented by proxy at the Annual Meeting is required to approve, on an advisory basis, the compensation of our Named Executive Officers as described in this Proxy Statement. In the case of Proposal Four, the advisory vote with respect to executive compensation will neither be binding on the Company or the Board, regularly meetsnor will it create or imply any change in executive sessionthe fiduciary duties of or impose any additional fiduciary duties on, the Company or the Board. However, the Board values the opinions expressed by the stockholders in this advisory vote and will consider the outcome of this vote in determining its compensation policies.

Holders of our common stock may vote “FOR,” “AGAINST” or “ABSTAIN” with Mr. Gershon withoutrespect to the Advisory Proposal.

Your vote is very important to us and we hope that you will attend the Annual Meeting. However, whether or not you plan to attend the Annual Meeting, please vote by proxy in accordance with the instructions on your proxy card or voting instruction card (from your broker, bank or other membersnominee). There are three convenient ways of management present.submitting your vote:

The Board has appointed Charles Goodwin, the Company’s Chief Executive Officer, to serve as the proxy for the Annual Meeting.

Abstentions will have no formal policyeffect on the outcome of the Director Proposal.

As discussed above, brokers, banks and other nominees do not have discretionary voting authority with respect the Asset Sale Proposal, the Director Proposal and the Advisory Proposal. Accordingly, if you are the beneficial owner of shares held in “street name” and you do not issue voting instructions to your broker, bank or other nominee with respect to separationthe Asset Sale Proposal, the Director Proposal and/or the Advisory Proposal, your shares will not be voted at the Annual Meeting and will not be deemed present for any purpose at the Annual Meeting related to such proposals, including for purposes of determining whether a quorum exists.

A failure to vote will have the same effect as a vote “AGAINST” the approval of the positionsAsset Sale Proposal but will have no effect on the outcome of Chairmanthe Director Proposal, the Auditor Proposal, and CEOthe Advisory Proposal.

Our objective is to achieve profitable, sustainable growth by increasing our market share in the advanced energy category, including the commercialization of products that have the potential to be transformational with respect to whether the Chairman shouldresults they produce for surgeons and patients. In order to achieve this objective, we plan to leverage our long history in the industry, along with our reputation for quality and reliability within the medical community. At the same time, we will expand our product offerings beyond radio frequency devices, move forward with research and developments projects aimed at creating value within our existing product portfolio, build our pipeline of new complementary products, and utilize multiple channels to bring new and existing products to market.

On December 13, 2013, Andrew Makrides resigned from his position asMarch 20, 2018, Matthew Kohut, Senior Vice President at RoundTable, contacted J. Robert Saron, the Company’s President, expressing potential interest in acquiring the Company’s Core business. Following this contact, Mr. Saron discussed RoundTable’s interest with Charles D. Goodwin, the Company’s Chief Executive Officer, and the Board authorized Mr. Goodwin to engage in discussions with RoundTable about a potential divestiture of the Company’s Core business in order to allow the Company to focus on the high-growth Advanced Energy business and to provide needed capital to commercialize our J-Plasma technology and grow the Advanced Energy business. The Company also believed that this focus on the Advanced Energy segment, while a relatively small part of the Company’s current business, would better position the Company to trade at levels in the public market commensurate with high growth medical technology companies.

Purchase Agreement, including the Ancillary Agreements, and adopted resolutions (a) determining that the Asset Purchase Agreement and the transactions contemplated by Asset Purchase Agreement are fair to and in the best interests of the Company and Robert L. Gershon was appointed as Chief Executive Officerits stockholders, (b) declaring it advisable to enter into the Asset Purchase Agreement and approving the execution, delivery, and performance of the Company. Mr. Gershon is tasked withAsset Purchase Agreement, (c) approving and declaring advisable the responsibility of implementing our corporate strategy,transactions contemplated by the Asset Purchase Agreement, and we believe he is best suited for leading discussions, at(d) resolving to recommend approval by the Board level, regarding performance relative to our corporate strategy, and this discussion accounts for a significant portionCompany’s stockholders of the time devoted at our Board meetings.

The full text of Piper Jaffray’s written opinion is attached as Annex B to this Proxy Statement.

In reaching its decision to approve the Asset Purchase Agreement and the Asset Sale Transaction, and to recommend that our stockholders vote to approve the Asset Sale Proposal, the Board believes that riskconsulted with management is an important componentand outside financial and legal advisors. The Board considered a wide range of material factors relating to the Asset Purchase Agreement and the proposed Asset Sale Transaction, many of which the Board believed supported its decision, including the following:

The foregoing discussion of the factors considered by our Board is not intended to be exhaustive, but does set forth the principal factors considered by the Board. The Board collectively reached the conclusion to approve the Asset Purchase Agreement and the Asset Sale Transaction in light of the various factors described above, as well as other factors that the Board felt were appropriate. In view of the wide variety of factors considered by the Board in connection with its evaluation of the Asset Sale Transaction and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific risksfactors it considered in reaching its decision. Rather, the Board made its recommendation based on the totality of the information presented to, and the investigation conducted by, the Board. In considering the factors discussed above, individual directors may have given different weights to different factors.

In addition, Piper Jaffray conducted such other analyses, examinations and inquiries and considered such other financial, economic and market criteria as Piper Jaffray deemed necessary in arriving at our committee levels,its opinion.

The analysis indicated the following table sets forth the names, ages and positions within the Company of each of our directors, director nominees, executive officers and key employees.multiples: