Pulse Biosciences, Inc. Announces Preliminary Results for its Rights Offering
June 28 2024 - 7:00AM
Business Wire
Oversubscribed offering expected to generate
$60 million in immediate gross proceeds for the Company
Warrants issued in the offering could generate
up to an additional $66MM
Pulse Biosciences, Inc. (Nasdaq: PLSE) (the “Company” or “Pulse
Biosciences”), a company leveraging its novel and proprietary
CellFX® Nanosecond Pulsed Field Ablation™ (nsPFA™) technology,
announced today the preliminary results of its rights offering,
which expired at 5:00 p.m., Eastern Time, on June 26, 2024 (the
“Expiration Date”).
In accordance with the pricing structure described in the
prospectus supplement relating to the rights offering, the final
subscription price for the units offered (the “Units”) is $10.00
per Unit. Each Unit consisted of one share of the Company’s common
stock, par value $0.001 per share, and two warrants, each being a
warrant to purchase one-half of one share of common stock. Each
warrant will be exercisable for $11.00 per whole share, which
equals 110% of the subscription price for the Units. Warrants are
exercisable immediately and will expire on the fifth anniversary of
the completion of the rights offering. Half of the warrants issued
in the rights offering are redeemable by the Company if the
Company’s stock trading price exceeds $16.50 for twenty consecutive
trading days and the other half of the warrants issued in the
rights offering are redeemable by the Company if its stock trading
price exceeds $22.00 for twenty consecutive trading days.
Based on a preliminary tabulation by Broadridge Corporate Issuer
Solutions, Inc. (the “Subscription Agent”), as of the Expiration
Date, the Company received basic subscriptions and
over-subscriptions in excess of $83 million, equal to approximately
138% of the $60 million limit in the rights offering, and
subscriptions from over 800 accounts, including those of the
Company’s Executive Chairman, Robert Duggan. Available Units will
therefore be allocated proportionately among those rights holders
who exercised their over-subscription right based on the number of
Units each rights holder subscribed for under its basic
subscription rights, in accordance with the procedures described in
the prospectus relating to the rights offering, as amended, and the
remaining oversubscription amounts will be returned by the
Subscription Agent to the investors. The common stock and warrants
comprising the Units will separate upon the closing of the rights
offering and will be issued individually. The Company expects the
Subscription Agent to distribute such shares and warrants, as well
as the sale proceeds, as soon as practical upon the closing of the
rights offering.
The Company expects to receive aggregate gross proceeds from the
rights offering of $60 million, excluding additional proceeds of up
to $66 million from the exercise of warrants issued in the rights
offering (if any such exercises occur). The results of the rights
offering are preliminary and subject to change pending finalization
of subscription procedures by the Subscription Agent.
The rights offering was made pursuant to the Company’s
registration statement on Form S-3, as modified by the
post-effective amendment filed with the Securities and Exchange
Commission (“SEC”) on May 28, 2024, which was deemed effective by
the SEC on May 31, 2024, including the prospectus contained
therein, as further modified by the prospectus filed pursuant to
Rule 424(b)(2) of the Securities Act of 1933, which contains the
detailed terms of the rights offering and was filed with the SEC on
June 4, 2024. Copies of the foregoing documents may be obtained at
the SEC’s website at www.SEC.gov. Subscription rights that were not
exercised by 5:00 p.m., Eastern Time, on June 26, 2024, have
expired.
About Pulse Biosciences®
Pulse Biosciences is a novel bioelectric medicine company
committed to health innovation that has the potential to improve
the quality of life for patients. The Company’s proprietary CellFX®
nsPFA™ technology delivers nanosecond pulses of electrical energy
to non-thermally clear cells while sparing adjacent noncellular
tissue. The Company is actively pursuing the development of its
CellFX nsPFA technology for use in the treatment of atrial
fibrillation and in a select few other markets where it could have
a profound positive impact on healthcare for both patients and
providers.
Pulse Biosciences, CellFX, Nano-Pulse Stimulation, NPS, nsPFA,
CellFX nsPFA and the stylized logos are among the trademarks and/or
registered trademarks of Pulse Biosciences, Inc. in the United
States and other countries.
Forward-Looking Statements
All statements in this press release that are not historical are
forward-looking statements, including, among other things,
statements relating to the effectiveness of the Company’s CellFX
nsPFA technology and CellFX System to non-thermally clear cells
while sparing adjacent non-cellular tissue, statements concerning
the Company’s future fundraising efforts and whether those efforts
will be successful or allow the Company to continue current
operations as planned, and other future events. These statements
are not historical facts but rather are based on Pulse Biosciences’
current expectations, estimates, and projections regarding Pulse
Biosciences’ business, operations and other similar or related
factors. Words such as “may,” “will,” “could,” “would,” “should,”
“anticipate,” “predict,” “potential,” “continue,” “expects,”
“intends,” “plans,” “projects,” “believes,” “estimates,” and other
similar or related expressions are used to identify these
forward-looking statements, although not all forward-looking
statements contain these words. You should not place undue reliance
on forward-looking statements because they involve known and
unknown risks, uncertainties, and assumptions that are difficult or
impossible to predict and, in some cases, beyond Pulse Biosciences’
control. Actual results may differ materially from those in the
forward-looking statements as a result of a number of factors,
including those described in Pulse Biosciences’ filings with the
Securities and Exchange Commission. Pulse Biosciences undertakes no
obligation to revise or update information in this release to
reflect events or circumstances in the future, even if new
information becomes available.
Rights Offering Information, Subscription and Warrant
Agent: Broadridge Corporate Issuer Solutions, LLC Attn: BCIS
Re-Organization Dept. P.O. Box 1317 Brentwood, NY 11717-0718
888.789.8409 shareholder@broadridge.com
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version on businesswire.com: https://www.businesswire.com/news/home/20240627095041/en/
Investors: Pulse Biosciences, Inc. Burke T. Barrett,
President and CEO IR@pulsebiosciences.com Or Gilmartin Group Philip
Trip Taylor 415.937.5406 philip@gilmartinir.com
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