Park Dental Partners, Inc.

S-11 tm2514579-4_s1.htm S-1

As filed with the Securities and Exchange Commission on September 3, 2025

Registration Number 333-​

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933​

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Park Dental Partners, Inc.

(Exact name of registrant as specified in its charter)

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2200 County Road C West, Suite 2210

Roseville, Minnesota 55113

(651) 633-0500

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)​

Peter G. Swenson

Chief Executive Officer

Park Dental Partners, Inc.

2200 Country Road C West, Suite 2210

Roseville, Minnesota 55113

(651) 633-0500

(Name, address, including zip code, and telephone number, including area code, of agent for service)​

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With copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filed, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 3, 2025

Shares

Underwriter Warrants to Purchase Shares

Shares Underlying the Underwriter Warrants

COMMON STOCK

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This is the initial public offering of shares of our Common Stock, par value $0.0001 per share. We are selling shares of Common Stock.

Prior to this offering, there has been no public market for our Common Stock. The initial public offering price of our Common Stock is expected to be between $ and $ per share. We intend to list our Common Stock on the Nasdaq Capital Market under the symbol “PARK”.

The underwriters have a 30-day option to purchase up to an additional shares of Common Stock from us to cover over-allotments.

Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 22.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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(1)

Assumes no exercise of the over-allotment option by the underwriters.

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(2)

The registration statement, of which this prospectus is a part, also registers for sale a warrant to purchase shares of Common Stock to be issued to the representative of the underwriters as well as the shares underlying such warrant. We have agreed to issue the warrant to the representative as a portion of the underwriting compensation payable to the underwriters in connection with this offering. See “Underwriting” beginning on page of this prospectus for additional information regarding total underwriting compensation.

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Delivery of the shares of Common Stock against payment will be made on or about , 2025.

Northland Capital Markets Craig-Hallum

The date of this prospectus is , 2025.