Pulse Biosciences, Inc. (NASDAQ:PLSE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Pulse Biosciences, Inc. (NASDAQ:PLSE) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

(e)

2017 Equity Incentive Plan

The Board of Directors (the Board) of Pulse Biosciences, Inc.
(the Company) previously adopted, subject to stockholder
approval, the Companys 2017 Equity Incentive Plan (the 2017
Plan). The Companys stockholders approved the 2017 Plan at the
annual meeting of stockholders held on May 16, 2017 (the Annual
Meeting).

The 2017 Plan has a 10-year term, and provides for the grant of
stock options, stock appreciation rights, restricted stock,
restricted stock units, performance units, and performance shares
to employees, directors and consultants of the Company and any
parent or subsidiary of the Company, as the plan administrator
may determine.Subject to an annual evergreen increase and
adjustment in the case of certain capitalization events,
1,500,000 shares of our common stock are authorized for issuance
to awards under the 2017 Plan. In addition, shares remaining
available under our 2015 Equity Incentive Plan, as amended (the
2015 Plan), and shares reserved but not issued to outstanding
equity awards that expire or terminate without being exercised or
that are forfeited or repurchased by the Company will be added to
the shares of common stock available for issuance under the 2017
Plan. The 2017 Plan will be administered by our Compensation
Committee.

On May 16, 2017, the Board granted Brian Dow, the Companys Senior
Vice President and Chief Financial Officer, an option to purchase
95,000 shares of the Companys common stock at an exercise price
of $27.14 per share.The option will vest in equal monthly
installments over a four-year period commencing February 15,
2017, subject to his continued serviced through each vesting
date.The options were granted to the terms and conditions of the
2017 Plan and the form of option agreement thereunder.

The terms and conditions of the 2017 Plan are described in the
Companys Proxy Statement dated April 18, 2017. The description of
the 2017 Plan contained herein is qualified in its entirety by
reference to the full text of the 2017 Plan, a copy of which is
filed as Exhibit 10.1 hereto and is incorporated herein by
reference. Grants under the 2017 Plan will be made to the forms
of agreement thereunder, forms of which are filed with
Exhibit10.1 hereto and incorporated herein by reference.

2017 Employee Stock Purchase Plan

The Board of the Company previously adopted, subject to
stockholder approval, the Companys 2017 Employee Stock Purchase
Plan (the 2017 ESPP). At the Companys Annual Meeting on May 16,
2017, the Companys shareholders approved the 2017 ESPP.

The 2017 ESPP is as broad-based plan that provides employees of
the Company and its designated affiliates with the opportunity to
become shareholders through periodic payroll deductions that are
applied towards the purchase of Company common shares at a
discount from the then-current market price. Subject to
adjustment in the case of certain capitalization events, a total
of 250,000 common shares of the Company are available for
purchase under the 2017 ESPP.

The terms and conditions of the 2017 ESPP are described in the
Companys Proxy Statement dated April 18, 2017. The description of
the 2017 ESPP is qualified in its entirety by reference to the
full text of the 2017 ESPP, a copy of which is filed as Exhibit
10.2 hereto and is incorporated herein by reference.
Participation under the 2017 Plan will be made to the forms of
agreement thereunder, forms of which are filed with Exhibit10.2
hereto and incorporated herein by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders.

On May 16, 2017, the Company held its Annual Meeting at 3957
Point Eden Way, Hayward, California 94545. The stockholders of
the Company voted on the following items at the Annual Meeting:

1.

To elect six directors to hold office until the Companys
2018 annual meeting and until their successors are duly
elected and qualified, subject to earlier resignation or
removal;

2.

To approve the adoption of the Companys 2017 Equity
Incentive Plan;

3.

To approve the adoption of the Companys 2017 Employee
Stock Purchase Plan; and

4.

To ratify the appointment of Gumbiner Savett Inc. as the
Companys independent registered public accounting firm
for the fiscal year ending December 31, 2017.

The voting results for each of these proposals are detailed
below:

1. Election of Directors

Nominee

For

Against

Abstained

Broker Non-votes

Darrin R. Uecker

7,925,350

94

1,490

3,927,209

Robert M. Levande

7,920,791

4,683

1,460

3,927,209

Robert J. Greenberg, M.D., Ph.D.

7,883,311

42,183

1,440

3,927,209

Mitchell E. Levinson

6,718,336

42,105

1,166,493

3,927,209

Thierry Thaure

6,718,475

42,113

1,166,346

3,927,209

Maky Zanganeh, D.D.S.

6,760,112

533

1,166,289

3,927,209

Each director nominee was duly elected to serve until the 2018
annual meeting of stockholders and until his or her successor is
duly elected and qualified.

2. Adoption of the 2017 Equity Incentive Plan

For

Against

Abstained

Broker Non-votes

6,497,539

258,216

1,171,179

3,927,209

The stockholders approved the adoption of the Companys 2017
Equity Incentive Plan, as described in the proxy materials.

3. Adoption of the 2017 Employee Stock Purchase Plan

For

Against

Abstained

Broker Non-votes

6,548,156

209,244

1,169,534

3,927,209

The stockholders approved the adoption of the Companys 2017
Employee Stock Purchase Plan, as described in the proxy
materials.

4. Ratification of Appointment of Independent Registered
Public Accounting Firm

For

Against

Abstained

Broker Non-votes

10,613,633

63,336

1,177,174

N/A

The stockholders ratified the appointment of Gumbiner Savett Inc.
as the Companys independent registered public accounting firm for
the fiscal year ending December 31, 2017.

Item 8.01. Other Events

Termination of Rights Offering Obligation to Underwriting
Agreement

to the Underwriting Agreement, included as Exhibit 1.1 to the
Form S-1/A filed with the Securities and Exchange Commission on
May 3, 2016 and entered into in connection with the Companys
initial public offering, the Company, subject to certain
exceptions, shall not sell or issue any shares of its capital
stock, (or securities convertible or exercisable into its capital
stock) unless the Company first offers, in respect of such sale
or issuance, to the then record holders (including street name
holders) of its common stock, the right to subscribe to capital
stock on a pro-rata basis (the Rights Offering Obligation). to
the terms of the Underwriting Agreement, the Rights Offering
Obligation terminates upon the 91st consecutive calendar day
period in which the closing price for the Companys common stock
as reported by The Nasdaq Capital Market has been at least $12.00
per share (the Rights Offering Expiration Date).The Rights
Offering Expiration Date occurred on May 17, 2017, and the Rights
Offering Obligation terminated on such date in accordance with
the terms of the Underwriting Agreement.

Item9.01.

Financial Statements and Exhibits

Exhibit No.

Description

10.1

2017 Equity Incentive Plan and forms of agreement
thereunder.

10.2

2017 Employee Stock Purchase Plan and forms of agreement
thereunder.


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.

Pulse Biosciences, Inc. (NASDAQ:PLSE) Recent Trading Information

Pulse Biosciences, Inc. (NASDAQ:PLSE) closed its last trading session down -1.84 at 26.30 with 139,038 shares trading hands.

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