Pulse Biosciences, Inc. (NASDAQ:PLSE) Files An 8-K Entry into a Material Definitive Agreement
Item 3.02. Entry into a Material Definitive Agreement.

On September 24, 2017, Pulse Biosciences, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Robert W. Duggan(the “Investor”), to which the Company, in a private placement (the “Private Placement”), agreed to issue and sell to the Investor 2,000,000sharesof the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price per share of $15.02(the “Shares”). The Company intends to use the net proceeds from the Private Placementfor working capital or other general corporate purposes.

In connection with the Private Placement, the Company has granted certain registration rights to the Investor, to which, among other things, the Company will prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement to register for resale the Shares when commercially reasonably, but in any event no earlier than January 2, 2018.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

Item 3.02.Unregistered Sales of Equity Securities.

to the Private Placement described in Item 3.02 of this Current Report on Form 8-K, which description is incorporated by reference into this Item 3.02 in its entirety, the Company will sell the Shares to an “accredited investor,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration afforded by Section4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions of state securities or “blue sky” laws. The Investor represented that he is acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the Shares have not been registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

Item 3.02. Other Events.

The Company issued a press release announcing the Private Placement on September 25, 2017. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.

Item 3.02. Financial Statements and Exhibits.

(d)Exhibits.

Pulse Biosciences, Inc. Exhibit
EX-10.1 2 plse-20170925xex10_1.htm EX-10.1 Exhibit 101 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 24,…
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About Pulse Biosciences, Inc. (NASDAQ:PLSE)

Pulse Biosciences, Inc., formerly Electroblate, Inc., is a development-stage medical device company using a platform technology called Nano-Pulse Electro-Signaling (NPES). NPES is a local and drug-free technology that utilizes nanosecond pulsed electric fields to induce cell signaling and the activation of cellular pathways in tissue. NPES provides treatment in a range of dermatology and aesthetic applications. It offers treatment for minimally invasive applications, such as cardiac ablation, lung disease, Barret’s esophagus, thyroid nodules, and ear, nose and throat (ENT) papillomas. The Company is developing a system for the delivery of NPES treatments, identified as the PulseTx system (PulseTx). The PulseTx system delivers NPES pulses through its tunable pulse generator and its planned suite of electrodes. The PulseTx system pulses are applied directly to tissue through electrodes, creating transient nanometer pores in cell and organelle membranes.