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October 16, 2019
Via EDGAR and Federal Express
Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attn: | Mary Beth Breslin |
Christine Westbrook |
Re: | BIOLASE, Inc. |
Amendment No. 1 to Registration Statement on FormS-1 |
Filed October 7, 2019 |
FileNo. 333-233629 |
Ladies and Gentlemen:
On behalf of BIOLASE, Inc., a Delaware corporation (the “Company”), we file herewith Amendment No. 2 to the above-referenced Registration Statement (“Amendment No. 2”). In this letter, we respond to the comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission contained in the Staff’s letter dated October 10, 2019. The Staff’s comment is set forth below, followed by the corresponding response of the Company. We have also enclosed with the copy of this letter that is being transmitted via overnight courier two copies of Amendment No. 2 in paper format, marked to show changes from Amendment No. 1 to the Registration Statement as filed on October 7, 2019.
Amendment No. 1 to Registration Statement on FormS-1 filed on October 7, 2019
General
1. | It appears that the offering of Series E Participating Convertible Preferred Stock was commenced privately. In this regard, we note your disclosure that the preferred stock is being sold directly to existing shareholders who beneficially own, in the aggregate, approximately 60% your outstanding common stock pursuant to a securities purchase agreement and without a placement agent, underwriter, broker or dealer. Accordingly, the offering of preferred stock must be concluded privately. Please remove the preferred stock from the registration statement. By analogy, refer to Securities Act Sections, Compliance and Disclosure Interpretations, Question 239.13 for guidance. |
Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships.
U.S. Securities and Exchange Commission
October 16, 2019
Page 2
Response: The Company does not believe that the offering of Series E Participating Convertible Preferred Stock was commenced privately. However, in response to the Staff’s comment, the Company has removed the preferred stock from the registration statement.
If you have any questions regarding the foregoing or Amendment No. 2, please do not hesitate to contact me at (312)853-7443 or Lindsey A. Smith at (312)853-2210.
Sincerely, |
/s/ Beth E. Berg |
Beth E. Berg |
cc: | Todd A. Norbe |
Michael Carrol, Esq.
BIOLASE, Inc.