Current Report Filing (8-k)
November 24 2021 - 04:20PM
Edgar (US Regulatory)
false000162510100016251012021-11-182021-11-18
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
November 18, 2021
____________________
Pulse Biosciences, Inc.
(Exact name of registrant as specified in its charter)
____________________
|
|
|
|
|
Delaware
|
|
001-37744
|
|
46-5696597
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
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)
____________________
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):
|
|
|
|
|
|
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
|
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
|
PLSE
|
|
The
Nasdaq
Stock Market
|
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. ☒
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Election of Director
On November 24, 2021, the Board of Directors (the “Board”) of Pulse
Biosciences, Inc. (the “Company”) elected Shelley D. Spray to the
Board, effective immediately. Ms. Spray will serve until her term
expires at the annual meeting of stockholders to be held in 2022
and until her successor is elected and qualified or until her
earlier death, resignation or removal.
Ms. Spray currently serves as Head of Marketing at Summit
Therapeutics Inc., a biopharmaceutical company focused on the
discovery, development and commercialization of novel, precision
medicinal therapies to solve serious unmet needs. Ms. Spray has
over 25 years in the healthcare industry holding multiple executive
roles which include Chief Marketing Officer of Aesthera Corporation
(acquired by Solta Medical), where she focused on growth strategies
and commercialization of their Isolaz photopneumatic system, and
Vice President of Worldwide Marketing at Xlumena Inc. (acquired by
Boston Scientific), where she led the development of their launch
strategy for its endoscopic ultrasound guided transluminal system.
Before this, Ms. Spray was Vice President of Worldwide Marketing at
Intuitive Surgical [NASDAQ: ISRG] where she led early
commercialization strategies into the US and international markets.
In the late 1990s, Mr. Spray was Vice President and General Manager
of the Radiosurgery and StealthNet Divisions of Medtronic, Inc. At
Medtronic, she rebuilt infrastructure, redefined divisional focus,
and developed B2B and B2C strategies for minimally invasive brain
tumor treatments. Ms. Spray has been honored with many awards
including a prestigious Telly Award and a Business Week Magazine
Bronze award for product development and design. Ms. Spray received
a BS in Business, Magna Cum Laude, Beta Gamma Sigma, from Arizona
State University and graduated from the Competitive Strategic
Marketing Program of Columbia University’s Executive School of
Business.
In accordance with the Company’s non-employee director compensation
policy, non-employee directors receive an annual retainer of
$40,000, to be paid in equal quarterly installments, for service on
the Board. Consistent with Company policy, Ms. Spray will receive a
proportionate retainer for her service on the Board until the next
annual meeting of stockholders. Also, consistent with Company
policy, Ms. Spray may elect to convert all or a portion of her cash
retainer payments into a number of options (a “Retainer Option,”
and such election, a “Retainer Option Election”). The number of
shares subject to a Retainer Option will be equal to (i) the
product of (A) the dollar value of the aggregate cash-based
retainer payments that she elects to forego over the course of a
specified period covered by a Retainer Option Election in favor of
receiving a Retainer Option multiplied by (B) three, divided by
(ii) the fair market value of a share on the date of grant of the
Retainer Option, provided that the number of shares covered by such
Retainer Option shall be rounded to the nearest whole share. The
Company will also reimburse Ms. Spray for all reasonable
out-of-pocket expenses incurred in the performance of her duties as
a director.
In addition, Ms. Spray received an initial stock option grant to
purchase 32,500 shares of the Company’s common stock under the
terms of the Company’s equity compensation plan, with one-third of
the shares subject to the option vesting on the one-year
anniversary of the date of grant, and the remaining shares vesting
monthly over the following two years, provided she continues to
serve as a director through each vesting date. Ms. Spray will also
be eligible to automatically receive an annual stock option grant
to purchase 20,000 shares of the Company’s common stock on the date
of the annual meeting beginning on the date of the first annual
meeting that is held after she received her initial award, provided
that she continues to serve as a director through such date, which
annual award will vest monthly over one year, provided she
continues to serve as a director through each vesting
date.
Ms. Spray has executed the Company’s standard form of
indemnification agreement.
There are no family relationships between Ms. Spray and any
director or executive officer of the Company. Ms. Spray was not
selected by the Board to serve as a director pursuant to any
arrangement or understanding with any person. Ms. Spray has not
engaged in any transaction that would be reportable as a related
party transaction under Item 404(a) of Regulation S-K.
Director Resignation
On November 18, 2021, Laureen DeBuono resigned from the Board and
from all committees of the Board due to expanding previous work
commitments. The resignation of Ms. DeBuono was effective as of
November 18, 2021 and was not the result of any disagreement with
the Company relating to the Company’s operations, policies or
practices.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
|
|
|
(d)
|
|
Exhibits.
|
|
|
|
Exhibit No.
|
|
Description
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL
document)
|
SIGNATURES
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.
|
|
|
|
PULSE BIOSCIENCES, INC.
|
|
|
|
|
By:
|
/s/ Sandra A. Gardiner
|
|
|
Sandra A. Gardiner
Chief Financial Officer, Executive Vice President of Finance and
Administration, and Treasurer
(Principal
Financial and Accounting Officer)
|
Date: November 24, 2021
Pulse Biosciences (NASDAQ:PLSE)
Historical Stock Chart
From Apr 2022 to May 2022
Pulse Biosciences (NASDAQ:PLSE)
Historical Stock Chart
From May 2021 to May 2022