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United States securities and exchange commission logo
June 30, 2022
Sandra Gardiner
Chief Financial Officer, Executive Vice President and Treasurer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, California 94545
Re: Pulse Biosciences,
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed March 31,
2022
File No. 001-37744
Dear Ms. Gardiner:
We have reviewed your June 9, 2022 response to our comment
letter and have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.
Please respond to the comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to the comment, we may have
additional comments.
Unless we note otherwise, our references to prior comments are to
comments in our May 25,
2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
Notes to Consolidated Financial Statements
9. Revenue
Controlled Launch Agreements, page 87
1. Refer to your response
to comment 3. You state that the amount of the cost you incur for
each treatment
performed and each survey submitted by the physicians/clinics
participating in the
Controlled Launch program is uncertain because the physicians have a
choice to either apply
the full earned credits to the purchase of the Cell FX System or
redeem them for a
smaller amount in cash and return the Cell FX System. In addition, you
state that you expect
physicians to elect the more beneficial settlement alternative for the
accumulated credits,
i.e. apply them to the purchase of the system. Please address the
following:
Sandra Gardiner
Pulse Biosciences, Inc.
June 30, 2022
Page 2
As the Controlled Launch program appears to be partially
related to getting additional
data and partially related to selling your Cell FX System, tell
us why initially
recording the entire earned credits as marketing and selling
expense is appropriate. In
this regard, we note your expectation that the physicians will
elect to apply the credits
to the purchase of a system. Tell us your consideration of ASC
340-40-25 for costs
incurred to obtain a contract.
Tell us the nature of the data accumulated in the Controlled
Launch program, how it
is used in your future marketing and promotional activities, if
the data accumulated
by the physicians is used to the same extent as data accumulated
by third party
providers and why associated costs do not meet the criteria in
ASC 730-10-55-1 to be
recorded as research and development expense.
Tell us the primary purpose of entering into the contracts with
the physicians/clinics
under the Controlled Launch program. Describe and quantify the
key terms
governing your contracts with physicians/clinics under the
Controlled Launch
program.
You state the consideration you pay to the physicians in the
Controlled Launch
program (in the form of credits on a per-patient basis) is equal
to the standalone
selling price of the Cell FX System, which is substantially less
than the per-patient
price of the data as paid in standalone transactions with third
parties. Tell us why you
are not recording the earned credits at the standalone selling
prices for transactions
with third parties.
You may contact Frank Wyman at 202-551-3660 or Mary Mast at
202-551-3613, if you
have questions regarding the comment.
FirstName LastNameSandra Gardiner Sincerely,
Comapany NamePulse Biosciences, Inc.
Division of
Corporation Finance
June 30, 2022 Page 2 Office of Life
Sciences
FirstName LastName