On May 1, 2020 Pulse Biosciences, Inc. (Nasdaq: PLSE) (the "Company" or "Pulse Biosciences"), a novel bioelectric medicine company, reported that it has updated the structure, key dates and pricing terms for its previously-announced rights offering (Press release, Pulse Biosciences, MAY 1, 2020, View Source [SID1234556901]).
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The Company intends to issue non-transferable subscription rights to its stockholders of record as of 5:00 p.m. Eastern Time on May 14, 2020 (the "Record Date") to purchase up to $30,000,000 of units (the "Units," and each, a "Unit"). Each Unit shall consist of one share of the Company’s common stock, par value $0.001 per share (the "Common Stock") and 0.15 warrants to purchase shares of Common Stock. Each warrant will be exercisable for one share of Common Stock at an exercise price that shall be equal to the subscription price for the Units. The Common Stock and the warrants comprising the Units will separate upon the closing of the rights offering and will be issued separately; however, they may only be purchased as a Unit and the Unit will not trade as a separate security.
Following the Record Date, the Company intends to mail to stockholders of record on the Record Date a prospectus and related documents for use in exercising subscription rights. The subscription rights will expire and have no value if they are not exercised prior to 5:00 p.m. Eastern Time on June 8, 2020 (the "Expiration Date").
Pursuant to the rights offering, Pulse Biosciences is distributing at no charge to the holders of its Common Stock, non-transferable subscription rights to purchase up to $30,000,000 of Units at a subscription price per Unit equal to the lesser of (i) $7.01, the closing price of the Common Stock on April 23, 2020 (the "Initial Price") or (ii) the volume weighted average price of the Common Stock for the five-trading day period through and including the Expiration Date (the "Alternate Price").
Stockholders wishing to exercise subscription rights must timely pay $7.01 per Unit, the Initial Price, for the full number Units they wish to acquire. If the Alternate Price is lower than the Initial Price on the Expiration Date, any excess subscription amounts paid by a subscribing holder will be applied towards the purchase of additional Units in the rights offering, but the Company will not sell fractional Units. Stockholders who fully exercise their basic subscription rights will be entitled to subscribe for additional Units that are not purchased by other stockholders, on a pro rata basis and subject to availability.
Stockholders may exercise their subscription rights by delivering documentation of their subscription and payment in the manner specified in the prospectus relating to the rights offering. Beneficial stockholders (i.e. stockholders whose shares are in a brokerage account), should exercise their subscription rights as indicated in the instructions provided by their broker-dealer. Procedures and dates set-forth by broker-dealers may differ from those in the offering documents. Investors wishing to participate in the rights offering are encouraged to contact their broker-dealer for further information.
Questions about the rights offering and requests for copies of the prospectus relating to the rights offering may be directed to Broadridge Corporate Issuer Solutions, Inc., the Company’s information, subscription and warrant agent for the rights offering, at the address and phone number provided at the end of this release.
A registration statement relating to the rights offering has been filed with the Securities and Exchange Commission (the "SEC") and but has not yet become effective. The securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. When available, a copy of the prospectus may be obtained at the website maintained by the SEC at www.SEC.gov.