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

Effective as of June 18, 2018, Pulse Biosciences Inc. (the “Company”) changed its state of incorporation from the State of Nevada to the State of Delaware (the “Reincorporation”) to a plan of conversion dated June 18, 2018 and attached hereto as Exhibit 2.1 (the “Plan of Conversion”), following approval of the Reincorporation by the Company’s stockholders at the Company’s 2018 Annual Meeting of Stockholders held on May 23, 2018 (the “Annual Meeting”). In connection with the Reincorporation, the Company filed articles of conversion with the State of Nevada attached hereto as Exhibit 3.1 and a certificate of conversion with the State of Delaware attached hereto as Exhibit 3.2 on June 18, 2018.

Upon effectiveness of the Reincorporation, the rights of the Company’s stockholders became governed by the Delaware General Corporation Law, the certificate of incorporation attached hereto as Exhibit 3.3 and the bylaws attached hereto as Exhibit 3.4. The Company’s Delaware specimen common stock certificate is attached hereto as Exhibit 4.1.As a Delaware corporation following the Reincorporation (“Pulse Delaware”), the Company is deemed to be the same continuing entity as the Nevada corporation prior to the Reincorporation (“Pulse Nevada”). As such, Pulse Delaware continues to possess all of the rights, privileges and powers of Pulse Nevada, subject to Delaware law, all of the properties of Pulse Nevada and all of the debts, liabilities and obligations of Pulse Nevada, including all contractual obligations, and continues with the same name, business, assets, liabilities, headquarters, officers and directors as immediately prior to the Reincorporation.

Upon effectiveness of the Reincorporation, all of the issued and outstanding shares of common stock of Pulse Nevada automatically converted into issued and outstanding shares of common stock of Pulse Delaware without any action on the part of the Company’s stockholder. Furthermore, each outstanding option, restricted stock unit or warrant to purchase a share of Pulse Nevada common stock is deemed to constitute an option or warrant to purchase a share of common stock of Pulse Delaware on the same terms or provisions, of the outstanding option, restricted stock unit or warrant. The common stock of Pulse Delaware will continue to be listed on the Nasdaq Capital Market under the same “PLSE” symbol.

Additional information regarding the Reincorporation and a comparison of the rights of stockholders of Pulse Delaware and Pulse Nevada can be found in the definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 12, 2018 (the “Proxy Statement”).

The information set forth under Item 1.01 above is incorporated herein by reference.

The information set forth under Item 1.01 above is incorporated herein by reference.

Adoption of Form of Indemnification Agreement

On March 14, 2018, subject to stockholder approval, the Company’s Board of Directors (the “Board”) approved a new form of Indemnification Agreement (the “New Indemnification Agreement”) to be entered into by the Company with the members of the Board, executive officers of the Company and other Board-appointed officers of the Company. The New Indemnification Agreement obligates the Company to indemnify the indemnitee to the fullest extent permitted by Delaware law if the indemnitee was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, any legal matter that relates to the indemnitee’s service to the company, any subsidiary of the Company or any other entity to which the indemnitee provides services at the Company’s request, subject to certain exclusions and procedures set forth therein.

The forgoing description is a summary only, does not purport to be a complete description of the New Indemnification Agreement and is qualified in its entirety by reference to the form of the New Indemnification Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

(d) Exhibits.

Pulse Biosciences, Inc. ExhibitEX-2.1 2 plse-20180618xex2_1.htm Exhibit 21 Plan of Conversion Exhibit 2.1  PLAN OF CONVERSION OF PULSE BIOSCIENCES,…To view the full exhibit click here
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.