As filed with the Securities and Exchange Commission on September 14, 2023
Registration No. 333-273372
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
BIOLASE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 3843 | 87-0442441 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification No.) |
27042 Towne Centre Drive, Suite 270
Lake Forest, California 92610
(949) 361-1200
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
John R. Beaver
President and Chief Executive Officer
BIOLASE, Inc.
27042 Towne Centre Drive, Suite 270
Lake Forest, California 92610 (949) 361-1200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Leslie Marlow, Esq. Patrick J. Egan, Esq. Hank Gracin, Esq. Blank Rome LLP 1271 Avenue of the Americas New York, New York 10020 (212) 885-5000 | David E. Danovitch, Esq. Angela Gomes, Esq. Aaron M. Schleicher, Esq. Sullivan & Worcester LLP 1633 Broadway New York, New York 10019 (212) 660-3060 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-273372)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-273372) (the “Registration Statement”) of BIOLASE, Inc. (the “Company”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on September 13, 2023, is being filed for the sole purpose of filing Exhibit 5.1 as part of the Registration Statement. This Post-Effective Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than supplementing Item 16 of Part II as set forth below. This Registration Statement shall become effective upon filing with the SEC in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits
The following exhibits are being filed (unless noted otherwise) with this Registration Statement:
| Incorporated by Reference | ||||||||||||||||||||||
Exhibit | Description | Filed Herewith | Form | Period Ending/Date of Report | Exhibit | Filing Date | ||||||||||||||||
| 5.1 | Opinion of Blank Rome LLP | X | ||||||||||||||||||||
| 23.1 | Consent of Blank Rome LLP (contained in Exhibit 5.1) | X | ||||||||||||||||||||
| 24.1 | Power of Attorney (included on the signature page to the Registration Statement on Form S-1 of the Registrant (File No. 333-273372) and incorporated herein by reference) | S-1 | 07/21/2023 | 24.1 | 07/21/2023 | |||||||||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Forest, State of California, on September 14, 2023.
| BIOLASE, INC. | ||
| By: | /S/ JOHN R. BEAVER | |
| John R. Beaver | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/S/ JOHN R. BEAVER John R. Beaver | Director, President and Chief Executive Officer (Principal Executive Officer) | September 14, 2023 | ||
/S/ JENNIFER BRIGHT Jennifer Bright | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | September 14, 2023 | ||
* Dr. Jonathan T. Lord | Director | September 14, 2023 | ||
* Dr. Kathleen T. O’Loughlin | Director | September 14, 2023 | ||
* Jess Roper | Director | September 14, 2023 | ||
* Dr. Martha Somerman | Director | September 14, 2023 | ||
* Dr. Carol Gomez Summerhays | Director | September 14, 2023 | ||
* Dr. Kenneth P. Yale | Director | September 14, 2023 | ||
| *By: | /s/ John R. Beaver | |
| John R. Beaver | ||
| Attorney-in-fact | ||
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