UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Amendment No. 5

Under the Securities Exchange Act of 1934

Biolase, Inc.

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(Name of Issuer)

Common Shares, $0.001 par value

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(Title of Class of Securities)

090911108

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(CUSIP Number)

Copy to:

Robert L. Lawrence, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas, 26^th Floor

New York, New York 10019

(212) 541-6222

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 14, 2014

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(Date of Event which requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]

Item 1. Security and Issuer.

This Amendment No. 5 (the “Amendment”) amends the Schedule 13D originally filed with the Securities and Exchange Commission on November 22, 2013, as previously amended by Amendment No. 1, filed on December 20, 2013, Amendment No. 2, filed on February 13, 2014, Amendment No. 3, filed on March 11, 2014, and Amendment No. 4, filed on March 12, 2014 (the “Original Schedule 13D,” and collectively with the Amendment, the “Statement”) with respect to the shares of common par value $0.001 per share (“Common Stock” or the “Shares”) of Biolase, Inc. (the “Issuer”), whose principal executive offices are located at 4 Cromwell, Irvine, CA 92618.

Item 4. Purpose of Transaction

Item 4 of the Statement is hereby amended by the addition of the following:

On May 14, 2014, Oracle Partners, L.P. issued a press release responding to the Issuer’s announcement of financial and operating results for the first quarter of 2014.

The press release is attached to this Amendment as Exhibit 99.1 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Statement is hereby amended and restated as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 37,626,535 Shares outstanding as of April 30, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 13, 2014. The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act. The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or a group.

(a, b) Partners

As of the date hereof, Partners may be deemed to be the beneficial owner of 4,216,215 Shares, constituting approximately 11.2% of the Shares outstanding.

Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 4,216,215 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,216,215 Shares.

(a, b) Institutional Partners

As of the date hereof, Institutional Partners may be deemed to be the beneficial owner of 602,188 Shares, constituting approximately 1.6% of the Shares outstanding.

Institutional Partners has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 602,188 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 602,188 Shares.

(a, b) Ten Fund

As of the date hereof, Ten Fund may be deemed to be the beneficial owner of 1,317,507 Shares, constituting approximately 3.5% of the Shares outstanding.

Ten Fund has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,317,507 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,317,507 Shares.

(a, b) General Partner

General Partner, as the general partner of Partners and Institutional Partners, may be deemed to be the indirect beneficial owner of 4,818,403 Shares held in Partners and Institutional Partners, constituting approximately 12.8% of the Shares outstanding.

General Partner has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 4,818,403 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 4,818,403 Shares.

(a, b) Manager

Manager, as the investment manager of Ten Fund, may be deemed to be the indirect beneficial owner of 1,317,507 Shares held by Ten Fund, constituting approximately 3.5% of the Shares outstanding.

Manager has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 1,317,507 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 1,317,507 Shares.

(a, b) Larry Feinberg

Mr. Feinberg serves as the managing member of the General Partner, and accordingly, may be deemed to be the indirect beneficial owner of the Shares beneficially owned by General Partner. Mr. Feinberg is the sole shareholder and president of the Manager, and accordingly, may be deemed to be the beneficial owner of the Shares beneficially owned by Manager. As of the date hereof, Mr. Feinberg may be deemed to be the beneficial owner of 6,135,910 Shares, constituting approximately 16.3% of the Shares outstanding.

Mr. Feinberg has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 6,135,910 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 6,135,910 Shares.

Item 7.  Material to be Filed as Exhibits.

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: May 15, 2014

Oracle Partners Responds to Disappointing Biolase, Inc. 2014 First Quarter Results

Says “The Time for Excuses is Over.”

Oracle Partners Continues to Seek New Directors to Improve Corporate Governance in Interest of All Shareholders

GREENWICH, Conn., May 14, 2014 /PRNewswire/ -- Oracle Partners, L.P. ("Oracle Partners"), Biolase, Inc.'s ("Biolase" or the "Company") (Nasdaq: BIOL) largest shareholder, announced its disappointment with the financial and operating results of Biolase for the first quarter ended March 31, 2014.  Larry Feinberg, the Managing Member of Oracle’s general partner stated: “We are disappointed to see Biolase post yet again dismal quarterly financial and operating results. Biolase’s Chairman and CEO, Federico Pignatelli, makes a bevy of excuses to avoid taking responsibility for the Company’s results, including blaming the litigation Oracle Partners initiated in response to Mr. Pignatelli’s improper Board manipulations.  Mr. Pignatelli’s self-serving allegations that Oracle has acted in a manner ‘hostile’ to the Company and contributed to its poor financial results are both false and materially misleading to investors. The time for excuses is over.”

The results for Q1 2014 is a continuation of the disastrous financial performance that led to the actions that have been taken by Oracle Partners to nominate a slate of directors with relevant industry experience in order to improve operational results.  Yet, Mr. Pignatelli shamelessly attempts to dodge responsibility and blame a host of other factors, including Oracle Partners’ litigation against the Company, which commenced on March 11, 2014.  Mr. Pignatelli’s attempt to blame Biolase’s poor performance on Oracle’s lawsuit is patently absurd as the suit was filed just 14 business days before the end of the quarter.  Moreover, the suit was filed as a direct result of Mr. Pignatelli’s manipulation of Biolase’s Board composition as he hopped from one theory to another -- that Biolase had a six-person Board, eight-person Board and finally four-person Board – in his attempt to entrench himself regardless of the consequences.

The Six Person Board

The Eight Person Board Theory

The Four Person Board Theory

Mr. Feinberg stated: “At the behest of Mr. Pignatelli, the Company changed its theory of the current Board composition to suit whatever Mr. Pignatelli thought at a particular moment in time best suited his chances of retaining control of the Company. Oracle Partners, as the Company’s largest shareholder, simply could not allow such blatant manipulations to go unchallenged.” The ever-changing Board-composition theories further confirm that the Company is being conducted imperially by and for Mr. Pignatelli – not for the Company’s shareholders -- and the necessity for the new directors and corporate governance improvements we seek.”

Mr. Feinberg continued: “Oracle Partners has never commenced any proxy contest or hostile tender offer in its history of over 20 years. Oracle Partners and its affiliates do not have, nor have they ever had, any designs on controlling Biolase. Rather, it is Mr. Pignatelli who seeks to retain ultimate and absolute control over Biolase. He has pursued scorched earth tactics, at shareholders’ expense, in his efforts to retain such control. Mr. Pignatelli shoulders full responsibility for the significant legal expenses necessitated by his machinations, which left Oracle Partners with no choice other than to stand up for all shareholders and commence the Delaware litigation to establish the duly-elected six-person Board.”

Oracle Partners previously announced its nomination of four independent directors for election to the Biolase Board at the next annual meeting of shareholders. In addition to the serious corporate governance concerns discussed above, the submission of these nominations was the culmination of Oracle Partners’ longstanding dissatisfaction with the governance and financial and operational performance by the Company. While Oracle Partners hopes that the Delaware Court of Chancery grants shareholders relief from the manipulative Board practices that have been carried out by Biolase, Oracle Partners intends to vigorously advocate for its slate of nominees so that meaningful change can occur at the Company to help unlock value for all shareholders, including:

About Oracle Partners, L.P.

Oracle Partners is a fundamental-research driven investment fund that is exclusively focused on the global healthcare and bioscience industries.

Additional Information and Where to Find It

Oracle Partners, L.P., Oracle Institutional Partners, L.P., Oracle Ten Fund Master, L.P., Oracle Associates, LLC, Oracle Investment Management, Inc. and Larry N. Feinberg (collectively, "Oracle"), together with Paul N. Clark, Jeffrey M. Nugent, Frederic H. Moll and Eric Varma, are participants in the solicitation of proxies from stockholders in connection with the 2014 Annual Meeting of Stockholders (the "Annual Meeting") of Biolase, Inc. (the "Company"). Oracle intends to file a proxy statement (the "2014 Proxy Statement") with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for the Annual Meeting.

Oracle may be deemed to beneficially own 6,105,383 shares of the Company's common stock, representing approximately 16.4% of the Company's outstanding common stock. None of the other participants owns in excess of 1% of the Company's common stock. Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the 2014 Proxy Statement and other relevant documents to be filed with the SEC in connection with the Annual Meeting.

Promptly after filing its definitive 2014 Proxy Statement with the SEC, Oracle intends to mail the definitive 2014 Proxy Statement and an accompanying proxy card to some or all stockholders pursuant to applicable SEC rules. STOCKHOLDERS ARE URGED TO READ THE 2014 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge, copies of the definitive 2014 Proxy Statement and any other documents filed by Oracle with respect to the Company with the SEC in connection with the Annual Meeting at the SEC's website (http://www.sec.gov) or by writing to Oracle Partners, L.P., 200 Greenwich Avenue, Greenwich, CT 06830.