Amended Statement of Ownership (sc 13g/a)
February 15 2022 - 06:40AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BIOLASE, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
090911207
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☒ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures
provided in a prior cover page.
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The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No 090911207
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1. |
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NAME OF REPORTING PERSONS
Armistice Capital, LLC
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☐
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. |
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SOLE VOTING POWER
0
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6. |
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SHARED VOTING POWER
0
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7. |
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SOLE DISPOSITIVE POWER
0
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8. |
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SHARED DISPOSITIVE POWER
0
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, OO
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CUSIP No 090911207
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1. |
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NAME OF REPORTING PERSONS
Steven Boyd
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS)
(a) ☐ (b) ☐
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3. |
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SEC USE ONLY
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4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5. |
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SOLE VOTING POWER
0
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6. |
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SHARED VOTING POWER
0
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7. |
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SOLE DISPOSITIVE POWER
0
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8. |
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SHARED DISPOSITIVE POWER
0
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9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
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10. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
☐
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11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0%
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12. |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC
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CUSIP No 090911207
Item 1. (a). Name of Issuer:
BIOLASE, Inc.
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(b). |
Address of Issuer’s Principal Executive Offices:
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4 Cromwell
Irvine, California 92618
United States of America
Item 2. (a). Name of Person Filing:
Armistice Capital, LLC
Steven Boyd
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(b). |
Address of Principal Business Office, or if None,
Residence:
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Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Armistice Capital, LLC – Delaware
Steven Boyd – United States of America
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(d). |
Title of Class of Securities:
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Common Stock, par value $0.001 per share
090911207
| Item 3. |
If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the
person filing is a
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(a)
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☐
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Broker or dealer registered under
Section 15 of the Exchange Act (15 U.S.C. 78c). |
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(b)
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Bank as defined in Section 3(a)(6) of the
Exchange Act (15 U.S.C. 78c). |
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(c)
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☐
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Insurance company as defined in
Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). |
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(d)
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☐
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Investment company registered under
Section 8 of the Investment Company Act of 1940 (15 U.S.C.
80a-8). |
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(e)
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☒
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An investment adviser in accordance with §
240.13d-1(b)(1)(ii)(E); |
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(f)
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☐
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An employee benefit plan or endowment fund in
accordance with § 240.13d-1(b)(1)(ii)(F); |
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(g)
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☒
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A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h)
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☐
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A savings association as defined in
Section 3(b) of the Federal Deposit Insurance Act (12
U.S.C.1813); |
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(i)
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☐
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A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j)
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☐
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Group, in accordance with s.240.13d-1(b)(1)(ii)(J). |
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified
in Item 1.
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(a) |
Amount beneficially owned:
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Armistice Capital, LLC – 0
Steven Boyd – 0
Armistice Capital, LLC – 0%
Steven Boyd – 0%
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote
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Armistice Capital, LLC – 0
Steven Boyd – 0
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(ii) |
Shared power to vote or to direct the vote
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Armistice Capital, LLC – 0
Steven Boyd – 0
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(iii) |
Sole power to dispose or to direct the disposition
of
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Armistice Capital, LLC – 0
Steven Boyd – 0
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(iv) |
Shared power to dispose or to direct the disposition
of
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Armistice Capital, LLC – 0
Steven Boyd – 0
| Item 5. |
Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following [X].
| Item 6. |
Ownership of More Than Five Percent on Behalf of
Another Person.
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If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Armistice Capital Master Fund Ltd., a Cayman Islands exempted
company that is an investment advisory client of Armistice Capital,
LLC, has the right to receive dividends from, or the proceeds from
the sale of, the reported securities.
| Item 7. |
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent Holding
Company.
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If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(1)(ii)(G), so
indicate under Item 3(g) and attach an exhibit stating the identity
and the Item 3 classification of the relevant subsidiary. If a
parent holding company has filed this schedule pursuant to Rule
13d-1(c) or Rule
13d-1(d), attach an exhibit
stating the identification of the relevant subsidiary.
N/A
| Item 8. |
Identification and Classification of Members of the
Group.
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate
under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has
filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit
stating the identity of each member of the group.
N/A
| Item 9. |
Notice of Dissolution of Group.
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Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings
with respect to transactions in the security reported on will be
filed, if required, by members of the group, in their individual
capacity. See Item 5.
N/A
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
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| Armistice Capital, LLC |
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| By: |
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/s/ Steven
Boyd |
| Steven Boyd |
| Managing Member |
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| /s/ Steven Boyd |
| Steven Boyd |
The original statement shall be signed by each person on whose
behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner
of the filing person, evidence of the representative’s authority to
sign on behalf of such person shall be filed with the statement,
provided, however, that a power of attorney for this purpose which
is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the
statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See s.240.13d-7 for other
parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
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