On May 2, 2024 Pulse Biosciences, Inc. (Nasdaq: PLSE) ("Pulse" or the "Company"), a company leveraging its novel and proprietary CellFX Nanosecond Pulsed Field Ablation (nsPFA) technology, reported that the Company’s Board of Directors has set the record date for the Company’s previously announced rights offering (the "Rights Offering"), which will be available to all holders of record of the Company’s common stock, par value $0.001 per share (the "Common Stock"), as of the close of the market on Thursday, May 16, 2024 (the "Record Date") (Press release, Pulse Biosciences, MAY 2, 2024, View Source [SID1234642594]).
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The Company intends to distribute to all holders of Common Stock as of the Record Date non-transferable subscription rights to purchase up to an aggregate of 6,000,000 units ("Units") at a price per Unit equal to the lesser of: (i) $10 (the "Initial Price") and (ii) the volume weighted average price of the Common Stock for the ten trading day period through and including the expiration date of the Rights Offering, currently contemplated to be Thursday, June 13, 2024 (the "Alternate Price"). Only persons who own Company stock on the May 16, 2024 Record Date will be able to participate in the Rights Offering. Assuming that the Rights Offering is fully subscribed, the Company will receive gross proceeds of $60,000,000, less expenses related to the Rights Offering. As indicated below, please refer to the Registration Statement on Form S-3, as amended, for more complete information regarding the planned Rights Offering.
Each stockholder will receive one subscription right entitling the holder to purchase a fraction of a Unit for each share of Common Stock owned at 5:00 p.m., Eastern Time, on the Record Date. Each Unit shall consist of one share of Common Stock and two warrants, each being a warrant to purchase one-half of one share of Common Stock at an exercise price per whole share that shall be equal to 110% of the per-Unit subscription price (provided, that, the aggregate number of shares of Common Stock that shall be issuable upon the exercise of each set of warrants included in a given subscription for Units shall be rounded up to the nearest whole share). Each warrant will be exercisable immediately upon completion of the Rights Offering and will expire on the fifth anniversary of the completion of the Rights Offering. The respective warrants will be subject to redemption by the Company for $0.01 per underlying share of Common Stock, on not less than thirty (30) days’ written notice, if the volume weighted average price of our Common Stock equals or exceeds: (i) in respect of one such warrant, 150% of the exercise price for the warrants, subject to adjustment, per whole share, for twenty (20) consecutive trading days, and (ii) in respect of the other such warrant, 200% of the exercise price for the warrants, subject to adjustment, per whole share, for twenty (20) consecutive trading days, provided that, in each case, the Company may not redeem the warrants prior to the date that is three months after the issuance date. To the extent that the Alternate Price is lower than the Initial Price, the Company will sell additional Units, but will not sell fractional Units.
The Rights Offering will include an over-subscription right to permit each rights holder that exercises its basic subscription rights in full to purchase additional Units that remain unsubscribed at the expiration of the offering, but the Company will not sell fractional Units. The availability of this over-subscription right will be subject to certain terms and conditions to be set forth in the offering documents.
Pulse has filed a registration statement (including a prospectus) on Form S-3 with the U.S. Securities and Exchange Commission (the "SEC") on April 3, 2024, as amended on each of April 15, 2024, April 23, 2024, April 25, 2024, and April 30, 2024 (the "Registration Statement"), which has not yet become effective. The Registration Statement covers, among other things, the Rights Offering to which this communication relates. The Units, and the securities comprising such Units, may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. Before you invest, you should read the final prospectus in the Registration Statement, together with any prospectus supplement, that we will file prior to commencing any Rights Offering, and the documents incorporated by reference in the prospectus (or any prospectus supplement), as well as the other documents Pulse has filed with the SEC for more complete information about Pulse and the Rights Offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.