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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)

February 9, 2022

____________________

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.

On February 15, 2022, Pulse Biosciences, Inc. announced the appointment of Kevin Danahy to the newly created role of Chief Commercial Officer, effective February 14, 2022. In connection with his appointment, Mr. Danahy and the Company entered into an Employment Agreement dated as of February 9, 2022. Mr. Danahy’s agreement provides that he will receive an annual base salary of $395,000, an annual target bonus of up to 50%, plus benefits consistent with the Company’s employment practices. In accordance with his agreement, on February 14, 2022, Mr. Danahy was issued options to acquire up to 300,000 shares of the Company’s common stock pursuant to an award agreement and the Company’s 2017 Inducement Equity Incentive Plan. These stock options have an exercise price of $6.41 per share, the closing price of the Company’s common stock on February 14, 2022, and are subject to a mix of time-based and performance-based vesting criteria over four years, subject to Mr. Danahy’s continued employment with Pulse Biosciences.

ITEM 8.01. OTHER EVENTS

On February 15, 2022, Pulse Biosciences, Inc. issued a press release announcing its appointment of Kevin Danahy to the newly created role of Chief Commercial Officer. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by this reference.

This information, as well as Exhibit 99.1, is intended to be furnished under Items 5.02 and 8.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)

 

Exhibits.

Exhibit No.

 

Description

99.1

Press Release issued by Pulse Biosciences, Inc. dated February 9, 2022.

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: February 15, 2022

 

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