Pulse Biosciences Announces Updated Timing of Rights Offering for Up to $60,000,000

Rhea-AI Summary

Pulse Biosciences announced an updated record date for its rights offering to raise up to $60 million. The new record date is May 31, 2024, replacing the original May 16, 2024. This offering allows stockholders to purchase up to 6 million units at a price of either $10 or the volume weighted average price over the ten days preceding the expiration date, June 26, 2024. Each unit includes one share of Common Stock and two warrants. If fully subscribed, the offering will provide gross proceeds of $60 million minus expenses. The Registration Statement is effective, and all details can be found on the SEC’s website.

Positive

• Potential to raise up to $60 million in gross proceeds.
• Rights offering is non-transferable, reducing market manipulation.
• Each unit includes one share of Common Stock and two warrants, offering potential for future gains.
• Warrants are exercisable immediately upon completion, providing quick liquidity options.
• Redemption terms for warrants are favorable if stock price performs well.

Negative

• Change in record date may cause confusion among investors.
• Potential dilution of existing shares due to issuance of up to 6 million new units.
• Expenses related to the rights offering will reduce net proceeds.
• Warrants could lead to further dilution if exercised.
• Company may need to sell additional units if Alternate Price is lower, making the offering less attractive.

Insights

Financial Analyst

The updated timing of Pulse Biosciences' rights offering is significant as it will allow the company to potentially raise up to $60,000,000. Rights offerings are a way for companies to raise additional capital by giving current shareholders the chance to buy more shares at a discounted price. This can be favorable for shareholders as it provides an opportunity to increase their holdings at a lower cost, potentially leading to higher returns if the company performs well.

The new record date of May 31, 2024, replaces the previous date of May 16, 2024. The rights offering's structure, involving non-transferable subscription rights for units consisting of one share of common stock and two warrants, introduces interesting dynamics. Each warrant's exercise price is set at 110% of the per-unit subscription price, which means shareholders who take advantage of the offering could benefit from further value appreciation if the stock price rises above this threshold.

However, rights offerings can also lead to stock dilution, where the value of existing shares might decrease because more shares are being issued. This can be a drawback for shareholders who do not participate in the offering. The dilution might be mitigated if the raised capital is efficiently used to expand the business or improve profitability.

Investors should also note the redemption clause attached to the warrants, which allows the company to redeem them if certain stock price conditions are met. This adds a layer of complexity and risk, as the warrants could be redeemed before investors might profit from them.

Market Research Analyst

From a market perspective, the rights offering by Pulse Biosciences could indicate a strategic move to bolster its financial standing, especially if the funds are earmarked for research and development or other growth initiatives. The company's proprietary CellFX® Nanosecond Pulsed Field Ablation™ technology shows potential and raising capital could help in accelerating its entry into new markets or expanding its current operations.

The offering's success will largely depend on investor confidence in the company's future prospects and the perceived value of its technology. If shareholders believe that Pulse Biosciences' technology can lead to significant advancements or breakthroughs, they might be more inclined to participate in the offering. Furthermore, the over-subscription rights might attract those looking to increase their stakes, provided they view the company's long-term potential favorably.

It's also essential for investors to consider market conditions. If the broader market is experiencing volatility or if there are uncertainties surrounding the healthcare and biotech sectors, it might affect the uptake of the rights offering. Conversely, a stable or bullish market could see higher participation rates.

HAYWARD, Calif.--(BUSINESS WIRE)-- Pulse Biosciences, Inc. (Nasdaq: PLSE) (“Pulse” or the “Company”), a company leveraging its novel and proprietary CellFX® Nanosecond Pulsed Field Ablation™ (nsPFA™) technology, today announced that the Company’s Board of Directors has determined a new 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”), now as of the close of the market on Friday, May 31, 2024 (the “Record Date”). This new record date was changed from the original record date of May 16, 2024.

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, now contemplated to be Wednesday, June 26, 2024 (the “Alternate Price”). Only persons who own Company stock on the May 31, 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 is now effective. The Registration Statement covers, among other things, the Rights Offering to which this communication relates. 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.

About Pulse Biosciences®

Pulse Biosciences is a novel bioelectric medicine company committed to health innovation that has the potential to improve the quality of life for patients. The Company’s proprietary CellFX® nsPFA™ technology delivers nanosecond pulses of electrical energy to non-thermally clear cells while sparing adjacent noncellular tissue. The Company is actively pursuing the development of its CellFX nsPFA technology for use in the treatment of atrial fibrillation and in a select few other markets where it could have a profound positive impact on healthcare for both patients and providers.

Pulse Biosciences, CellFX, Nano-Pulse Stimulation, NPS, nsPFA, CellFX nsPFA and the stylized logos are among the trademarks and/or registered trademarks of Pulse Biosciences, Inc. in the United States and other countries.

Forward-Looking Statements

All statements in this press release that are not historical are forward-looking statements, including, among other things, statements relating to the effectiveness of the Company’s CellFX nsPFA technology and CellFX System to non-thermally clear cells while sparing adjacent non-cellular tissue, statements concerning the Company’s future fundraising efforts and whether those efforts will be successful or allow the Company to continue current operations as planned, statements concerning market opportunities, customer adoption and future use of the CellFX System to address a range of conditions such as atrial fibrillation, and other future events. These statements are not historical facts but rather are based on Pulse Biosciences’ current expectations, estimates, and projections regarding Pulse Biosciences’ business, operations and other similar or related factors. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond Pulse Biosciences’ control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in Pulse Biosciences’ filings with the Securities and Exchange Commission. Pulse Biosciences undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240520893315/en/

Investor Contacts:

Pulse Biosciences, Inc.

Burke T. Barrett, President and CEO

IR@pulsebiosciences.com

Or

Gilmartin Group

Philip Trip Taylor

415.937.5406

philip@gilmartinir.com

Source: Pulse Biosciences, Inc.

FAQ

What is the new record date for Pulse Biosciences' rights offering?

The new record date is May 31, 2024.

What is the expiration date for Pulse Biosciences' rights offering?

The expiration date is June 26, 2024.

How many units can be purchased in the Pulse Biosciences' rights offering?

Up to 6 million units can be purchased.

What price options are available for purchasing units in Pulse Biosciences' rights offering?

Units can be purchased at $10 or the volume weighted average price over the ten trading days preceding the expiration date.

What components are included in each unit of Pulse Biosciences' rights offering?

Each unit includes one share of Common Stock and two warrants.

When do the warrants from Pulse Biosciences' rights offering become exercisable?

The warrants are exercisable immediately upon completion of the rights offering.

What is the gross proceeds target from Pulse Biosciences' rights offering?

The company aims to raise up to $60 million in gross proceeds.

Where can I find more information about Pulse Biosciences' rights offering?

You can find more information on the SEC's website.