Filed Pursuant to Rule 424(b
)(4)
Registration No. 333-227974
PROSPECTUS
Pulse Biosciences, Inc.
Up to
$45,000,000 of
Shares of Common Stock
Pulse Biosciences, Inc. is distributing at no charge to the holders of our common stock, par value $0.001 per share, non-transferable subscription rights to purchase up to $45,000,000 of shares of our common stock at a subscription price per share equal to the lesser of (i) $13.33 (the Initial Price) and (ii) the volume weighted average price of our common stock for the five trading day period through and including the Expiration Date (as defined below) (the Alternate Price), as provided herein. Each stockholder will receive one subscription right for each share of our common stock owned at 5:00 p.m., Eastern Time, on November 19, 2018 and each subscription right will entitle its holder to purchase 0.19860755 shares of our common stock at the Initial Price. To the extent that the Alternate Price is lower than the Initial Price, we will issue additional shares in the rights offering. If you fully exercise your basic subscription right and other stockholders do not fully exercise their basic subscription rights, you may also exercise an over-subscription right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and pro rata allocation of shares among persons exercising this over-subscription right. If all the rights were exercised, the total purchase price of the shares offered in this rights offering would be $45 million.
The purpose of this rights offering is to raise equity capital in a cost-effective manner that provides all of our existing stockholders the opportunity to participate. The net proceeds will be used for general working capital purposes, including the ongoing investment in current and future clinical and pre-clinical studies evaluating the safety and efficacy of Pulse Biosciences proprietary Nano-Pulse Stimulation™ (NPS™) therapies, ongoing development of clinical and commercial versions of our NPS delivery system, and general corporate operations.
The subscription rights will be distributed and exercisable beginning on November 19, 2018, the record date of this rights offering. The subscription rights will expire and will have no value if they are not exercised prior to the expiration date of this rights offering, which is currently expected to be 5:00 p.m. Eastern Time, on December 6, 2018 (the Expiration Date), unless we, in our sole discretion, extend the period for exercising the subscription rights. We will extend the duration of the rights offering as required by applicable law, and may choose to extend the rights offering if we decide that changes in the market price of our common stock warrant an extension or if we decide that the degree of participation in this rights offering by holders of our common stock is less than the level we desire. You should carefully consider whether or not to exercise your subscription rights before the Expiration Date. We reserve the right to cancel the rights offering at any time before the expiration of the rights offering, for any reason.
Robert W. Duggan, our chairman of our board of directors, and the beneficial owner of approximately 35% of our outstanding common stock prior to this rights offering, has indicated that he intends to exercise all of his basic subscription rights pursuant to the rights offering in amount not less than $15.6 million, but has not made any formal binding commitment to do so.
There is no minimum number of shares that we must sell in order to complete the rights offering. If you exercise your rights in full, you may also exercise an over-subscription right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to the availability and allocation of shares among persons exercising this over-subscription right and certain other limitations as further described elsewhere in this prospectus. Stockholders who do not participate in the rights offering will continue to own the same number of shares, but will own a smaller percentage of the total shares outstanding to the extent that other stockholders participate in the rights offering. Rights that are not exercised by the Expiration Date will expire and have no value.
We are distributing the rights and offering the underlying shares of common stock directly to you. We have not employed any brokers, dealers or underwriters in connection with the solicitation or exercise of rights in the rights offering and no commissions, fees or discounts will be paid in connection with the rights offering. Broadridge Corporate Issuer Solutions, Inc. is acting as the subscription agent and information agent for the rights offering. While certain of our directors, officers and other employees may solicit responses from you, those directors, officers and other employees will not receive any commissions or compensation for their services other than their normal compensation.
The subscription rights may not be sold or transferred except as required by operation of law.
Our common stock is listed on the Nasdaq Capital Market under the symbol PLSE. On November 19, 2018, the last reported sale price for our common stock on the Nasdaq Capital Market was $13.33 per share.
Investing in our common stock involves risks. You should carefully review and consider the information contained in
this prospectus, including the risk factors beginning on page
17
of this prospectus, as well as the risk factors and other
information contained in any documents we incorporate by reference into this prospectus before exercising your subscription
rights. See Where You Can Find Additional Information beginning on page
45
. Neither the Securities and Exchange
Commission nor any state securities regulators have approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is November 19, 2018.