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United States securities and exchange commission logo
April 18, 2024
Kevin Danahy
Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545
Re: Pulse Biosciences,
Inc.
Amendment No. 1 to
Registration Statement on Form S-3
Filed April 15,
2024
File No. 333-278494
Dear Kevin Danahy:
We have reviewed your
amended registration statement and have the following comment.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our April 10, 2024
letter.
Amendment No. 1 to Registration Statement on Form S-3
Material U.S. Federal Income Tax Consequences, page 31
1. We note your response
to comment 2, but we are not persuaded by your response and
reissue the comment.
Please file a tax opinion as an exhibit to the filing. We refer you to
Section III.A.1 of
Staff Legal Bulletin 19.
Kevin Danahy
FirstName LastNameKevin Danahy
Pulse Biosciences, Inc.
Comapany
April NamePulse Biosciences, Inc.
18, 2024
April 218, 2024 Page 2
Page
FirstName LastName
Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Industrial
Applications and
Services
cc: Adam Finerman, Esq.