HAYWARD, Calif.--(BUSINESS WIRE)--Oct. 25, 2018--
Pulse Biosciences, Inc. (Nasdaq: PLSE) (the “Company”, or “Pulse
Biosciences”) today announced that it filed a registration statement on
Form S-3 with the Securities and Exchange Commission (the “SEC”) for a
rights offering to its existing stockholders. The rights offering will
be made through the distribution of non-transferable subscription rights
to purchase shares of the Company’s common stock, par value $0.001 per
share, at a subscription price to be determined. Assuming the rights
offering is fully subscribed, the Company will receive gross proceeds of
approximately $45 million, less expenses of the rights offering. The
Company filed the rights offering to raise equity capital in a manner
that gives all of Pulse Biosciences’ stockholders the opportunity to
participate. The net proceeds of the rights offering will be used for
general working capital purposes as described in the offering documents,
including the ongoing development of applications for its Nano-Pulse
Stimulation™ (NPS™) technology.
Robert W. Duggan, the chairman of the Company’s board of directors, and
the beneficial owner of approximately 35% of its outstanding common
stock prior to the planned rights offering, has indicated that he
intends to exercise all of his basic subscription rights pursuant to the
rights offering in an amount not less than $15.6 million, but has not
made any formal binding commitment to do so.
The rights offering includes an over-subscription privilege which
permits each rights holder that exercises its basic subscription rights
in full to purchase additional shares of common stock that remain
unsubscribed at the expiration of the offering. This over-subscription
privilege is subject to the availability and allocation of shares among
holders exercising this over-subscription privilege and other
limitations as further described in the rights offering documents.
A registration statement relating to these securities has been filed
with the SEC but has not yet become effective. The securities may not be
sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. When available, a copy of the
prospectus may be obtained free of charge at the website maintained by
the SEC at www.sec.gov.
The rights will be issued to all shareholders as of a record date which
has yet to be determined. The subscription price for the shares also has
yet to be determined. We will provide notice of the record date and
subscription price in the future at such time as they are determined.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state. Any offer, if
at all, will be made only by means of a prospectus forming a part of the
registration statement.
About Pulse Biosciences
Pulse Biosciences is a novel medical therapy company bringing to market
its proprietary Nano-Pulse Stimulation™ (NPS™) platform. NPS is a novel,
precise, non-thermal, treatment technology delivering nanosecond
duration energy pulses that impact cells in treated tissue while sparing
acellular tissue. NPS’s unique mechanism of action disrupts the
functions of internal cell structures while maintaining the outer cell
membrane initiating a cascade of events within the cell that results in
regulated cell death. The novel characteristics of NPS’s mechanism of
action has the potential to significantly benefit patients across
multiple medical applications, including dermatology, the Company’s
first planned commercial application. In pre-clinical studies, NPS has
demonstrated an ability to induce immunogenic cell death in several
cancer cell lines. The Company believes NPS may play a role in
immuno-oncology as a focal tumor treatment that can initiate an adaptive
immune response.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the federal securities laws. These statements include, among
other things, statements relating to Pulse Biosciences’ expectations,
whether stated or implied, regarding whether Pulse Biosciences will be
able to raise capital through the rights offering or consummate the
rights offering, the final terms of the rights offering including the
record date and the subscription price, the related registration
statement, prevailing market conditions, the anticipated use of the
proceeds of the offering which could change as a result of market
conditions or for other reasons, the impact of general economic,
industry or political conditions in the United States or internationally
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.
Additionally, you should not consider past results to be an indication
of our future performance. Additional risks and uncertainties relating
to the proposed offering, Pulse Biosciences and its business can be
found under the heading “Risk Factors” in Pulse Biosciences’ most recent
periodic, quarterly and annual reports filed with the SEC and in the
accompanying prospectus relating to the offering to be filed with the
SEC. Pulse Biosciences undertakes no obligation to revise or update any
forward-looking statements to reflect events or circumstances in the
future, even if new information becomes available.
View source version on businesswire.com: https://www.businesswire.com/news/home/20181025005527/en/
Source: Pulse Biosciences, Inc.
Investor Relations:
Pulse Biosciences, Inc.
Brian Dow
Sr.
Vice President and Chief Financial Officer
IR@pulsebiosciences.com
or
Solebury
Trout
Gitanjali Jain Ogawa, 646-378-2949
gogawa@troutgroup.com
or
Media:
Tosk
Communications
Nadine D. Tosk, 504-453-8344
nadinepr@gmail.com
