On June 3, 2022 Pulse Biosciences, Inc. (Nasdaq: PLSE) (the "Company" or "Pulse Biosciences"), a novel bioelectric medicine company commercializing the CellFX System powered by Nano-Pulse Stimulation (NPS) technology, reported that preliminary results of its rights offering, which expired at 5:00 p.m., Eastern Time, on May 26, 2022 (the "Expiration Date") (Press release, Pulse Biosciences, JUN 3, 2022, View Source [SID1234615508]).
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In accordance with the pricing structure described in the prospectus supplement relating to the rights offering, the final subscription price for the units offered (the "Units") is $2.05 per Unit, the Alternate Price, defined as the volume weighted average price of Pulse Biosciences common stock for the five trading day period through and including May 23, 2022. Each Unit consisted of one share of the Company’s common stock, par value $0.001 per share, and one warrant to purchase one share of common stock. Each warrant will be exercisable for one share of the Company’s common stock at an exercise price equal to $2.05, the subscription price for the Units. Warrants are exercisable immediately and expire on the fifth anniversary of the closing of the rights offering.
Based on a preliminary tabulation by Broadridge Corporate Issuer Solutions, Inc. (the "Subscription Agent"), as of the Expiration Date, the Company received basic subscriptions and over-subscriptions in excess of the $15 million limit in the rights offering. Available Units will therefore be allocated proportionately among those rights holders who exercised their over-subscription right based on the number of Units each rights holder subscribed for under its basic subscription rights, in accordance with the procedures described in the prospectus supplement relating to the rights offering, and the remaining oversubscription amounts will be returned by the Subscription Agent to the investors. The common stock and warrants comprising the Units will separate upon the closing of the rights offering and will be issued individually. The Company expects the Subscription Agent to distribute such shares and warrants, as well as the sale proceeds, as soon as practical upon the closing of the rights offering.
The Company expects to receive aggregate gross proceeds from the rights offering of $15 million, excluding additional proceeds of up to $15 million from the exercise of warrants issued in the rights offering (if any such exercises occur). The results of the rights offering are preliminary and subject to change pending finalization of subscription procedures by the Subscription Agent.
The rights offering was made pursuant to the Company’s shelf registration statement on Form S-3, which became effective on August 21, 2020, the prospectus supplement dated May 4, 2022, and the prospectus supplement dated May 19, 2022, on file with the SEC containing the detailed terms of the rights offering. Subscription rights that were not exercised by 5:00 p.m., Eastern Time, on May 26, 2022, have expired.