SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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checkbox unchecked Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DUGGAN ROBERT W

(Last) (First) (Middle)
601 BRICKELL KEY DRIVE
SUITE 1080

(Street)
MIAMI FL 33131

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PULSE BIOSCIENCES, INC. [ PLSE ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
checkbox checked Director checkbox checked 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/18/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/18/2024 X(1) 5,187,824 A $11 47,516,541 D
Common Stock 12/18/2024 X(1) 69,020 A $11 630,109 I Affiliated Company 1(2)
Common Stock 12/18/2024 X(1) 49,312 A $11 450,189 I Affiliated Company 2(3)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (right to buy) $11 12/18/2024 X 2,593,912 07/03/2024 07/03/2029 Common Stock 2,593,912 (4)(5) 0 D
Warrants (right to buy) $11 12/18/2024 X 2,593,912 07/03/2024 07/03/2029 Common Stock 2,593,912 (4)(5) 0 D
Warrants (right to buy) $11 12/18/2024 X 34,510 07/03/2024 07/03/2029 Common Stock 34,510 (4)(5) 0 I Affiliated Company 1(2)
Warrants (right to buy) $11 12/18/2024 X 34,510 07/03/2024 07/03/2029 Common Stock 34,510 (4)(5) 0 I Affiliated Company 1(2)
Warrants (right to buy) $11 12/18/2024 X 24,656 07/03/2024 07/03/2029 Common Stock 24,656 (4)(5) 0 I Affiliated Company 2(3)
Warrants (right to buy) $11 12/18/2024 X 24,656 07/03/2024 07/03/2029 Common Stock 24,656 (4)(5) 0 I Affiliated Company 2(3)
Explanation of Responses:
1. On December 18, 2024, the Reporting Person exercised warrants to purchase shares of the Issuer's common stock, at an exercise price of $11.00 per share.
2. Shares and Warrants held by Genius 24C Inc., of which the Reporting Person is the sole shareholder.
3. Shares and Warrants held by Blazon Corporation, of which the Reporting Person is the sole shareholder.
4. The Reporting Person acquired the warrants pursuant to the exercise of subscription rights in connection with the Issuer's previously announced rights offering (the "Rights Offering"), as disclosed in the Registration Statement on Form S-3, as amended, and certain Current Reports on Form 8-K filed by the Issuer with the SEC.
5. Pursuant to the terms of the Rights Offering, the Reporting Person purchased units at a price of $10.00 per unit, with each unit consisting of one share of common stock and two warrants each to purchase one half share of common stock at an exercise price of $11.00 per whole share. The warrants differ only in their redemption provisions.
/s/ Kenneth B. Stratton, as Attorney-in-Fact 12/18/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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