SEC Info - Biolase, Inc - ‘S-3/A’ on 8/14/13

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Biolase, Inc – ‘S-3/A’ on 8/14/13 – ‘CORRESP’

On: Wednesday, 8/14/13, at 5:43pm ET · Private-to-Public: Document `¶` – Release Delayed to: 10/18/13 · Accession #: 1193125-13-334931 · File #: 333-190158

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/14/13  Biolase, Inc                      S-3/A¶                 4:171K                                   Donnelley … Solutions/FA

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Form S-3 Amendment #2                               HTML    138K 
 4: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML      6K 
 2: EX-5.1      Opinion re: Legality                                HTML     21K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML      6K

Delayed-Release ‘CORRESP’ — Comment-Response or Other Letter to the SEC

This is an HTML Document rendered as filed. [ Alternative Formats ]

CORRESP

Carroll & Carroll, P.C.

18101 Von Karman Avenue, Suite 330

Irvine, California 92612

August 14, 2013

VIA EDGAR [CORRESPONDENCE FILING]

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Russell Mancuso

Re: Biolase, Inc.

Registration Statement on Form S-3 (File No. 333-190158)

Pre-Effective Amendment No. 2

Dear Mr. Mancuso:

On behalf of our client, Biolase, Inc. (the “Company”), enclosed for electronic filing via EDGAR pursuant to the Securities Act of 1933, as amended, is Pre-Effective Amendment No. 2 (“Amendment No. 2”) to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”), on July 26, 2013 (the “Initial Registration Statement”), as amended by Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form S-3 filed with the Commission on August 13, 2013 (“Amendment No. 1”).

Amendment No. 2 is being filed for the sole purpose of reducing the proposed maximum offering price from $30,000,000 to $5,000,000.

The Company respectfully requests the Staff’s assistance in completing its review of Amendment No. 2 as soon as possible. Please advise us if we can provide any further information or assistance to facilitate your review. Please direct any further comments or questions regarding Amendment No. 2 or this response letter to the undersigned at (949) 340-7375.

Very truly yours,

Carroll & Carroll, P.C.

By: /s/ Michael C. Carroll, Esq.

cc:	Jay Mumford, SEC (w/ enclosures)

Federico Pignatelli, Biolase, Inc. (w/o enclosures)

Dates Referenced Herein and Documents Incorporated by Reference

This ‘S-3/A’ Filing	Date	Other Filings

Filed on:	8/14/13
	8/13/13	S-3/A
	7/26/13	S-3
		List all Filings

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Filing Submission 0001193125-13-334931 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Biolase, Inc – ‘S-3/A’ on 8/14/13 – ‘CORRESP’

On: Wednesday, 8/14/13, at 5:43pm ET · Private-to-Public: Document ¶ – Release Delayed to: 10/18/13 · Accession #: 1193125-13-334931 · File #: 333-190158

Previous ‘S-3’: ‘S-3/A’ on 8/13/13 · Next: ‘S-3/A’ on 9/10/13 · Latest: ‘S-3/A’ on 8/19/22

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

Delayed-Release ‘CORRESP’ — Comment-Response or Other Letter to the SEC

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

On: Wednesday, 8/14/13, at 5:43pm ET · Private-to-Public: Document `¶` – Release Delayed to: 10/18/13 · Accession #: 1193125-13-334931 · File #: 333-190158

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents