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United States securities and exchange commission logo
April 10, 2024
Kevin Danahy
Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545
Re: Pulse Biosciences,
Inc.
Registration
Statement on Form S-3
Filed April 3, 2024
File No. 333-278494
Dear Kevin Danahy:
We have conducted a limited review of your registration statement
and have the
following comments.
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.
Form S-3 filed April 3, 2024
Cover Page
1. With a view to
disclosure, please tell us what consideration you gave to including a floor
price for the offer.
Certain U.S. Federal Income Tax Consequences, page 31
2. Item 601(b)(8) of
Regulation S-K states that a tax opinion must be filed whenever the tax
consequences of a
transaction are material to an investor and a representation as to tax
consequences is set
forth in the filing. We note your disclosure that you "believe and
intend to take the
position that the distribution of the subscription rights in connection
with the Rights
Offering generally should not be a taxable event to holders of [y]our
common stock for U.S.
federal income tax purposes." 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
Pulse Biosciences, Inc.
April 10, 2024
Page 2
3. We note that your heading refers to a discussion of "certain" U.S.
federal income tax
consequences. Please revise to refer to all material tax considerations.
Refer to Section
III.C.1 of Staff Legal Bulletin 19.
Exhibits
4. We note that the legal opinion provided by Baker & Hostetler LLP assumes
"with respect
to Rights Shares and the Warrant Shares, that there will be sufficient
shares of Common
Stock authorized under the Company s organizational documents that are
not otherwise
reserved for issuance". Please revise the legal opinion to remove this
assumption. Refer
to Section II.B.3 of Staff Legal Bulletin 19.
5. We note that your filing fee table is registering common stock issuable
upon exercise of
subscription rights and exercise of warrants with a maximum aggregate
offering price of
$126,000,000. We note, however, that you are registering 6,000,000
units, consisting of
one share of common stock and 6,000,000 shares of common stock
underlying the
warrants included in the units, with a potential initial price of $10.00
per unit. Please
reconcile the maximum aggregate offering price in your filing fee table
with the aggregate
offering value disclosed in the registration statement.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439
with any other
questions.
Sincerely,
FirstName LastNameKevin Danahy Division of
Corporation Finance
Office of
Industrial Applications and
Comapany NamePulse Biosciences, Inc.
Services
April 10, 2024 Page 2
cc: Adam Finerman, Esq.
FirstName LastName