Attached files
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| EX-99.1 - EXHIBIT 99.1 - Pulse Biosciences, Inc. | nt10010624x2_ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
April 6, 2020
Pulse Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37744
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46-5696597
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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3957 Point Eden Way
Hayward, California 94545
(Address of principal executive offices) (Zip Code)
(510) 906-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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PLSE
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The Nasdaq Stock Market
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the
Exchange Act. ☒
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ITEM 8.01.
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OTHER EVENTS.
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On April 6, 2020, Pulse Biosciences, Inc. (the “Company”) issued a press release announcing the filing of a registration statement
on Form S-3 (the “Registration Statement”) with the Securities and Exchange Commission for a rights offering to its existing stockholders. The rights offering will
be made through the distribution of non-transferable subscription rights to purchase shares of the Company’s common stock, par value $0.001 per share, at a subscription price to be determined. Assuming the
rights offering is fully subscribed, the Company currently expects to receive gross proceeds of approximately $30 million.
The net proceeds of the rights offering will be used for general working capital purposes, including the ongoing investment in current and future clinical studies evaluating the safety and efficacy of the Company’s
proprietary Nano-Pulse Stimulation™ technology, the development and enhancement of the Company’s CellFX® System, obtaining regulatory clearance for the CellFX® System, sales and marketing activities, and general corporate operations. The Company may also use a portion of the net proceeds from the offering to acquire or invest in complementary businesses,
technologies, product candidates or other intellectual property, although the Company has no present commitments or agreements to do so.
The rights offering includes an over-subscription right, which permits each rights holder that exercises the basic subscription right in full the option to purchase additional shares of common stock that remain
unsubscribed at the expiration of the offering. The over-subscription right is subject to the availability and allocation of shares among holders exercising their over-subscription right, as further described in the rights offering documents.
A copy of the press release related to the matters set forth herein is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS
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(d)
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Exhibits.
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Exhibit No.
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Description
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Press Release issued by Pulse Biosciences, Inc. dated April 6, 2020
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Pulse Biosciences, Inc.
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By:
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/s/ Sandra A. Gardiner
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Sandra A. Gardiner
Chief Financial Officer, Executive Vice President of Finance and Administration, Secretary and Treasurer
(Principal Financial and Accounting Officer)
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Date: April 6, 2020