SCHEDULE 13D | ||
CUSIP No: 090911108 | Page 2 of 9 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
JACK W. SCHULER | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
PF | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
11,486,710 (1) | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
11,486,710 (1) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
11,486,710 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
32.34% (2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
SCHEDULE 13D | ||
CUSIP No: 090911108 | Page 3 of 9 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
JACK W. SCHULER LIVING TRUST | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Illinois | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
1,478,090 (1) | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
1,478,090 (1) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,478,090 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
4.94% (2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO | |||||
SCHEDULE 13D | ||
CUSIP No: 090911108 | Page 4 of 9 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
RENATE SCHULER | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
10,008,620 (1) | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
10,008,620 (1) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
10,008,620 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
28.31% (2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN | |||||
SCHEDULE 13D | ||
CUSIP No: 090911108 | Page 5 of 9 Pages |
1 | NAMES OF REPORTING PERSONS | ||||
SCHULER FAMILY FOUNDATION | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | ||
(b) | ☐ | ||||
3 | SEC USE ONLY | ||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) | ☐ | |||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Illinois | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||
0 | |||||
8 | SHARED VOTING POWER | ||||
9,988,620 (1) | |||||
9 | SOLE DISPOSITIVE POWER | ||||
0 | |||||
10 | SHARED DISPOSITIVE POWER | ||||
9,988,620 (1) | |||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
9,988,620 (1) | |||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ☐ | |||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||
28.25% (2) | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
CO | |||||
SCHEDULE 13D | ||
Page 6 of 9 Pages |
Item 1. | Security and Issuer |
Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
SCHEDULE 13D | ||
Page 7 of 9 Pages |
Item 5. | Interest in Securities of the Issuer |
The foregoing beneficial ownership percentages are based on the sum of: (i) 21,954,423 Shares outstanding as of September 30, 2019, as set forth in the registration statement on Form S-1 declared effective on October 24, 2019 (File No.: 333-233629) (the “Registration Statement”); (ii) 7,820,000 Shares issued in the Issuer’s underwritten public offering that closed on October 29, 2019, as set forth in the Registration Statement; (iii) for purposes of calculating beneficial ownership of Mr. Schuler and the Trust pursuant to Rule 13d-3(d)(1)(i) under the Act, 170,159 Shares issuable upon exercise of Warrants held by the Trust; and (iv) for purposes of calculating beneficial ownership of Mr. Schuler and the Foundation pursuant to Rule 13d-3(d)(1)(i) under the Act, 5,217,400 Shares obtainable upon the conversion of 52,174 shares of Series E Preferred Stock and 360,107 Shares issuable upon exercise of New Warrants held by the Foundation.
SCHEDULE 13D | ||
Page 8 of 9 Pages |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 7. | Material to be Filed as Exhibits. |
Exhibit S: | Securities Purchase Agreement, dated October 24, 2019, among BIOLASE, Inc. and the investors listed on Schedule I thereto (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Issuer on October 29, 2019). |
Exhibit T: | Certificate of Designations, Preferences and Rights of Series E Participating Convertible Preferred Stock of BIOLASE, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Issuer on October 29, 2019). |
SCHEDULE 13D | ||
Page 9 of 9 Pages |
JACK W. SCHULER | |||
/s/ Jack W. Schuler |
JACK W. SCHULER LIVING TRUST | |||
By: | /s/ Jack W. Schuler | ||
Name: Jack W. Schuler | |||
Title: Trustee | |||
RENATE SCHULER | |||
/s/ Renate Schuler |
SCHULER FAMILY FOUNDATION | |||
By: | /s/ Jack W. Schuler | ||
Name: Jack W. Schuler | |||
Title: President | |||