8-K (5-8-2018)

 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 8, 2018

____________________

Pulse Biosciences, Inc.

(Exact name of registrant as specified in its charter)

____________________

 



 

 

 

 

Nevada

 

001-37744

 

46-5696597

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3957 Point Eden Way

Hayward, California 94545

(Address of principal executive offices, including zip code)

(510) 906-4600

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

____________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):





 

 

 



 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    



 


 

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.



On May 8, 2018, Pulse Biosciences, Inc. announced its financial results for the quarter ended March 31, 2018. A copy of the press release containing the announcement is included as Exhibit 99.1 and is incorporated herein by reference.



This information, as well as Exhibit 99.1, is intended to be furnished under Item 2.02 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.





ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS





 

 

(d)

 

Exhibits.



 

 

Exhibit No.

 

Description

99.1

 

Press Release issued by Pulse Biosciences, Inc. dated May 8, 2018



 

 








 

SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





 

 



Pulse Biosciences, Inc.



 

 



By:  

/s/ Brian B. Dow



 

Brian B. Dow

Chief Financial Officer, Senior Vice President,

Secretary and Treasurer

(Principal Financial and Principal Accounting Officer)



Date: May 8, 2018

 


Exhibit 991 Final

Exhibit 99.1



PULSE BIOSCIENCES QUARTERLY INVESTOR CONFERENCE CALL



Conference call today at 1:30 p.m. PDT / 4:30 p.m. EDT





HAYWARD, Calif. - (BUSINESS WIRE) – May 8, 2018 – Pulse Biosciences, Inc. (Nasdaq: PLSE), a medical technology company developing a proprietary therapeutic tissue treatment based on its Nano-Pulse Stimulation platform, today reported recent corporate developments and financial results for the first quarter ended March 31, 2018.



Recent Developments

·

Expanded management team with key executive hires:

o

Jeff Kmetz, 30-year pharmaceutical executive, joined as Chief Business Officer. Mr. Kmetz brings over 30 years of experience within the pharmaceutical industry specializing in oncology at companies including Pharmacyclics and Berlex/Bayer. Mr. Kmetz was instrumental in the launch of IMBRUVICA, Pharmacyclics non-Hodgkin lymphoma drug.

o

William Knape, joined as Vice President, Clinical, Regulatory and Quality. Mr. Knape brings 25 years of clinical and regulatory affairs experience overseeing and managing worldwide clinical trials and regulatory strategy. Mr. Knape has led numerous successful regulatory filings with FDA, including 510(k)’s, PMA’s, and NDA’s.

·

Presented favorable data from Pulse Biosciences’ first application clinical study evaluating Nano-Pulse Stimulation (NPS) for the treatment of seborrheic keratosis (SK) at the 38th American Society for Laser Medicine and Surgery (ASLMS) Conference on Energy-Based Medicine & Science in Dallas, Texas. At the 106-day assessment mark, 82% of treated lesions were evaluated as clear or mostly clear by study investigators, 71% during blinded independent photographic review, and 78% of patients rated lesion outcomes as satisfied or mostly satisfied. No adverse events were reported during the study that included 472 NPS application cycles.

·

Awarded “Best of Session for Basic Science and Translational Research” by ASLMS for Pulse Biosciences’ clinical study presentation: “A dose-response study of a novel non-thermal method of selectively modifying cellular structure in skin with low energy nanosecond electrical stimulation.”

 

“We continue to make progress towards our goal of introducing our Nano-Pulse Stimulation technology into areas of unmet dermatological and oncological clinical needs across multiple applications,” said Darrin Uecker, Pulse Biosciences President and Chief Executive Officer. “Leveraging the strong safety profile established to date, favorable data from our recently completed SK study, input from clinical advisors, and a portfolio of potential targets including sebaceous hyperplasia, keloid scars, warts, actinic keratosis, and syringoma, we are now preparing to proceed with multiple studies in parallel commencing in Q2 2018 and beyond to demonstrate the utility of our technology.”


 



Financial Highlights

Cash, cash equivalents, and investments totaled $33.4 million at March 31, 2018, compared to $38.1 million at December 31, 2017. Cash use totaled $4.7 million for the first quarter of 2018 compared to cash use of $3.9 million for the fourth quarter of 2017. 2018 Cash use is currently anticipated to total $22 million. 

Operating expenses for the quarter ended March 31, 2018, totaled $8.7 million, compared to $3.2 million for the quarter ended March 31, 2017. The operating expenses for the quarter ended March 31, 2018 included non-cash stock-based compensation of $3.4 million, compared to non-cash stock-based compensation of $0.3 million for the quarter ended March 31, 2017.


 

Conference Call Details



Pulse Biosciences will host an investor call on May 8, 2018, at 1:30 p.m. PDT / 4:30 p.m. EDT. The telephone dial-in number for the call is (844) 494-0190 (U.S. toll-free) or (508) 637-5580 (international) using Conference ID 4796365. Listeners will also be able to access the call via webcast available on the Investors section of the Company’s website at www.pulsebiosciences.com.  



About Pulse Biosciences



Pulse Biosciences is a clinical stage electroceutical, an electrical energy based therapeutic, company pursuing commercial applications of its proprietary Nano-Pulse Stimulation (NPS) technology. NPS is a non-thermal, precise, focal, drug-free tissue treatment technology utilizing nanosecond (billionth of a second) range pulsed electric fields that directly affect the cell membrane and intracellular structures and initiates programmed cell death in treated cells. The unique ability of NPS to initiate cell death has the potential to significantly benefit patients in a wide variety of medical applications including applications in immuno-oncology and dermatology, and other potential applications we may pursue in the future. The initiation of programmed cell death by NPS results in a minimal inflammatory response, which improves healing outcomes and supports the replacement of treated tissue cells with healthy tissue cells. In cancerous lesions, NPS has been shown in preclinical models to induce immunogenic cell death (ICD), which exposes the unique antigens of the treated cells to the immune system and enrolls immune system cells, such as cytotoxic T-cells to mount an adaptive immune response. Pulse Biosciences is investigating a variety of applications for its technology that exploits the technology’s unique biologic effect, including immuno-oncology and dermatology. More information is available at www.pulsebiosciences.com.



Forward-Looking Statements



All statements in this press release that are not historical are forward-looking statements, including, among other things, statements relating to Pulse Biosciences’ expectations regarding regulatory clearance and the timing of FDA filings or approvals, the mechanism of action of NPS treatments, current and planned future clinical studies, other matters related to its pipeline of product candidates, future financial performance, anticipated cash use 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.



Investor Relations:
Brian Dow

Sr. Vice President and Chief Financial Officer

IR@pulsebiosciences.com



Gitanjali Jain Ogawa

Solebury Trout

gogawa@troutgroup.com

(646) 378-2949



or

Media:
Sam Brown, Inc.
Christy Curran 

christycurran@sambrown.com

(615) 414-8668


 

PULSE BIOSCIENCES, INC.

Consolidated Balance Sheets

(Unaudited)



 

 

 

 

 

 



 

 

 

 

 

 



 

March 31,

 

December 31,

(in thousands)

 

2018

 

2017

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and investments

 

$

33,375 

 

$

38,069 

Prepaid expenses and other current assets

 

 

368 

 

 

412 

Total current assets

 

 

33,743 

 

 

38,481 

Leasehold improvements and equipment, net of

 

 

 

 

 

 

Accumulated depreciation

 

 

2,451 

 

 

2,570 

Intangible assets, net of accumulated amortization

 

 

5,712 

 

 

5,878 

Goodwill

 

 

2,791 

 

 

2,791 

Other assets

 

 

101 

 

 

101 

Total assets

 

$

44,798 

 

$

49,821 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

944 

 

$

782 

Accrued expenses

 

 

846 

 

 

1,034 

Deferred rent, current

 

 

401 

 

 

397 

Total current liabilities

 

 

2,191 

 

 

2,213 

Long term liabilities:

 

 

 

 

 

 

Deferred rent

 

 

1,512 

 

 

1,613 

Total liabilities

 

 

3,703 

 

 

3,826 

Stockholders’ equity:

 

 

 

 

 

 

Common stock

 

 

87,939 

 

 

84,219 

Accumulated other comprehensive loss

 

 

(3)

 

 

(51)

Accumulated deficit

 

 

(46,841)

 

 

(38,173)

Total stockholders’ equity

 

 

41,095 

 

 

45,995 

Total liabilities and stockholders’ equity

 

$

44,798 

 

$

49,821 




 

PULSE BIOSCIENCES, INC.

Condensed Consolidated Statements of Operations

(Unaudited)





 

 

 

 

 

 

 

 



 

Three-Month Periods Ended



 

March 31,

 

March 31,

(in thousands, except per share amounts)

 

2018

 

2017

Revenue

 

$

 —

 

$

 —

Operating expenses:

 

 

 

 

 

 

General and administrative

 

 

5,383 

 

 

1,344 

Research and development

 

 

3,175 

 

 

1,727 

Amortization of intangible assets

 

 

166 

 

 

166 

Total operating expenses

 

 

8,724 

 

 

3,237 

Other income:

 

 

 

 

 

 

Interest income

 

 

56 

 

 

39 

Total other income

 

 

56 

 

 

39 

Net loss

 

$

(8,668)

 

$

(3,198)

Net loss per share:

 

 

 

 

 

 

Basic and diluted net loss per share

 

$

(0.51)

 

$

(0.23)

Weighted average shares used to compute net loss per common share — basic and diluted

 

 

16,842 

 

 

13,803