false 0001625101 0001625101 2023-05-09 2023-05-09

 

 

 

 

 

 

 

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. below):

 

☐ 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)) 

Securities registered pursuant to Section 12(b) of the Act:

 

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. ☐

 

 

 

On May 9, 2023, the transactions contemplated by that certain Securities Purchase Agreement dated as of April 30, 2023 (the “Purchase Agreement”) between Pulse Biosciences, Inc. (the “Company”) and Robert W. Duggan, the Company’s Executive Chairman of the Board of Directors and majority stockholder of the Company, were consummated.  The terms of the Purchase Agreement, pursuant to which Mr. Duggan purchased 10,022,937 shares of the Company’s common stock, par value $0.001 per share, from the Company in a private placement, at a price per share of $6.51, a greater than 1% premium over the last closing price on NASDAQ of $6.44 per share on Friday, April 28, 2023, were previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities Exchange Commission on May 1, 2023 (the “Current Report”).  The information in the Current Report is incorporated herein by reference.

 

 

The information in Item 1.01 above is incorporated herein by reference.

 

 

The information in Item 1.01 above is incorporated herein by reference.

 

 

 

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, thereunto duly authorized.