false 0001625101 0001625101 2024-12-23 2024-12-23

 

 

 

 

Date of Report (Date of Earliest Event Reported): December 23, 2024

 

 

 

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:

 

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. ☐

 

 

 

On December 23, 2024, Pulse Biosciences, Inc. (the “Company”) issued a press release announcing that it will deliver an irrevocable election to redeem certain of the outstanding common stock warrants issued on July 3, 2024 (“Warrants”) in connection with the Company’s rights offering pursuant to its Registration Statement on Form S-3, as amended (File No. 333-278494), as modified by the post-effective amendment filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 28, 2024 (the “Rights Offering”). The irrevocable election will concern only the first half of the Warrants issued by the Company in the Rights Offering (CUSIP # 74587B135), which are subject to redemption by the Company for $0.01 per underlying share of common stock, on not less than thirty (30) days’ written notice, if the volume weighted average price of the Company’s common stock equals or exceeds 150% of the exercise price for the Warrants (i.e., $16.50), subject to adjustment, per whole share, for twenty (20) consecutive trading days (hereinafter referred to as the “150% Warrants”). Outstanding 150% Warrants may be exercised for cash in accordance with the terms therein, at any time prior to 6:30 p.m., Eastern Time, on February 5, 2025, the redemption time and date for the 150% Warrants. Any 150% Warrants that are not exercised on or before the redemption time will be redeemed by the Company for $0.01 per warrant share.

 

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.

 

 

(d) Exhibits

 

 

 

 

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, thereunto duly authorized.