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 9.01.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Executive Officer
On January 11, 2019, the Board of Directors (the “Board”) of Pulse Biosciences, Inc. (the “Company”) determined that Ed Ebbers, Vice President and General Manager, Dermatology, is an executive officer for purposes of Item 401(b) of Regulation S-K and an officer for purposes of the requirements of Section16 of the Securities Exchange Act of 1934, as amended.
Mr. Ebbers, age 61, joined the Company in July 2016 as Vice President and General Manager of the Dermatology franchise. Mr. Ebbers brings more than 35 years of senior leadership and general management experience with major dermatology, pharmaceutical and medical device brands. Prior to joining the Company, Mr. Ebbers served as the Senior Vice President, Chief Commercial Officer of Soleno Therapeutics, Inc. (f/k/a Capnia, Inc.) from April 2015 to February 2016, as Vice President, Worldwide Marketing, Ophthalmology Products at Clarity Medical Systems from September 2013 to April 2015. Previously, he also served as the Vice President and Chief Commercial Officer at Serene Medical, Inc. and held various marketing and sales roles of increasing responsibility in the development and launch of dermatology products including CoolSculpting® at Zeltiq Aesthetics, Inc.,and Thermage® at Thermage Inc., where he served as Vice Presidsent, Worldwide Marketing and Sales, and of pharmaceutical brands Avita®, Mentax®, and Elimite® at Penederm, Inc., where he served as Vice President of Marketing and Sales. His additional prior pharmaceutical company experience includes work at Syntex Laboratories and 3M Pharmaceuticals. Mr. Ebbers holds a Bachelor of Business Administration from the University of Wisconsin-Eau Claire, and a Master of Business Administration from the University of Minnesota.
Mr. Ebbers does not have a family relationship with any member of the Board or any executive officer of the Company, and Mr. Ebbers has not been a participant or had an interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K.
A copy of the press release announcing Mr. Ebbers’ promotion is attached hereto as Exhibit 99.1.
(d) Amended and RestatedOutside Director CompensationPolicy
The Company consulted withanindependent compensation consultant regarding its outside director compensation policy relative to prevailing market data. Based on such consultation, the Board made changes to its cash and equity-based compensation (the “Outside Director Compensation Policy”)as follows:
Cash compensation:BeginningJanuary 11, 2019, each non-employee member of the Board will be eligible to receive the following cash compensation (the “Retainer Cash Payments”): (1) an annual retainer for each member of the Board of $35,000 paid in equal quarterly installments; (2) the members ofthe Company’sAudit, Compensation and Nominating and Corporate Governance Committees will be paid an additional annual retainer of $7,500, $5,000, and $4,000, respectively, for their service on each committee;(3)the Chair of the Audit, Compensation and Nominating and Corporate Governance Committees will receive annual retainers of $15,000, $10,000, and $8,000, respectively, in lieu of the member retainer; and (4)the Chairman of the Board will be paid an additional annual retainer of $18,000.In addition, the Company shallreimburseitsnon-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors.
Each non-employee director may elect to convert all or a portion of his or her Retainer Cash Payments into a number of options (“Retainer Options,” 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 Retainer Cash Payments that the non-employee director 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.
Equity Compensation:Each new non-employee directorshallreceive a stock option grant to purchase35,000shares ofthe Company’scommon stock under the terms of the then in effect equity compensation plan.These initial awards will vest over three years, 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 such non-employee director continues to serve as a director through each vesting date. In addition, each non-employee director automatically receives an annual stock option grant to purchase 15,000 shares of our common stock on the date of the annual meeting beginning on the date of the first annual meeting that is held after such non-employee director received his or her initial award, provided such non-employee director continues to serve as a director through such date. Such annual awards vest monthly over one year, provided such non-employee director continues to serve as a director through each vesting date.
In the event of a “change in control,” the participant non-employee director will fully vest in and have the right to exercise awards as to all shares underlying such awards and all restrictions on awards will lapse, and all performance goals or other vesting criteria will be deemed achieved at 50% of target level and all other terms and conditions met, provided the non-employee director remains a director through the date of such change in control.
Item 9.01. Other Events.
The Company adopted amended and restated bylaws that became effective on June 18, 2018 (the “Bylaws”). Article XI of the Bylaws provides in part, that, unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933 (such provision, a “Federal Forum Provision”).
In December 2018, the Delaware Court of Chancery issued a decision in Matthew Sciabacucchi v. Matthew B. Salzberg et al., C.A. No. 2017-0931-JTL (Del. Ch.), finding that provisions such as the Federal Forum Provision are not valid under Delaware law. In light of this decision of the Delaware Court of Chancery, the Company does not intend to enforce the Federal Forum Provision in its Bylaws unless and until such time there is a final determination by the Delaware Supreme Court regarding the validity of such provisions. To the extent the Delaware Supreme Court makes a final determination that provisions such as the Federal Forum Provision are not valid as a matter of Delaware law, the Board intends to amend its Bylaws to remove the Federal Forum Provision.
Item 9.01. Financial Statements and Exhibits.
Pulse Biosciences, Inc. Exhibit
EX-99.1 2 plse-20190117xex99_1.htm EX-99.1 Exhibit 99.1 Final Exhibit 99.1 PULSE BIOSCIENCES ANNOUNCES TWO APPOINTMENTS FOCUSED ON CellFXTM COMMERCIALIZATION: PROMOTION OF EDWARD EBBERS AND ADDITION OF ROBERT TYSON – Ebbers named Executive Vice President and General Manager,…
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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.
