Pulse Biosciences, Inc. Announces Planned Redemption of Warrants

Rhea-AI Summary

Pulse Biosciences (PLSE) has announced plans to redeem its first tranche of common stock warrants ('150% Warrants') from its July 2024 rights offering. The redemption notice will be delivered around December 27, 2024, with a redemption date of February 5, 2025. Warrant holders can exercise their rights at $11.00 per share until the redemption date. Any unexercised warrants will be redeemed for $0.01 per warrant share.

The company's right to redeem these warrants was triggered as its volume weighted average price exceeded $16.50 for twenty consecutive trading days, averaging $18.85. The company received $60 million from its initial Rights Offering and could receive an additional $66 million if all warrants are exercised. The second tranche (200% Warrants) is not being redeemed at this time.

Positive

• Potential to raise additional $66 million if all warrants are exercised
• Strong stock performance with VWAP averaging $18.85
• Successfully completed $60 million rights offering in July 2024

Negative

• Warrant redemption could lead to increased share dilution if exercised

Insights

Financial Analyst

This warrant redemption announcement represents a strategic financial move for Pulse Biosciences. The company's stock has maintained a strong performance, trading above $16.50 for 20 consecutive days with an impressive average VWAP of $18.85. The redemption of the first tranche warrants (150% Warrants) at $11.00 per share could potentially bring in significant capital if warrant holders choose to exercise before the February 5, 2025 deadline.

The financial implications are substantial - if all warrants (both 150% and 200% tranches) are exercised, the company stands to receive an additional $66 million in gross proceeds. This follows the successful $60 million Rights Offering completed in July 2024. The strong share price performance triggering this redemption suggests market confidence in Pulse's nanosecond Pulsed Field Ablation technology.

Warrant holders face a clear decision: exercise at $11.00 per share or accept the nominal redemption price of $0.01. Given the current trading levels, exercising the warrants appears financially advantageous for holders, which could lead to high conversion rates and strengthen the company's capital position.

Market Research Analyst

The warrant redemption signals robust market validation of Pulse Biosciences' business trajectory. The sustained trading above the $16.50 threshold reflects strong investor confidence and market appetite for the company's innovative nsPFA technology. This corporate action effectively manages the company's capital structure while providing a mechanism to raise additional funds.

From a market perspective, the timing of this redemption, coming after a period of strong stock performance (average VWAP of $18.85), suggests management's confidence in maintaining these price levels. The potential dilution from warrant exercises has likely been partially priced in, given the transparency of the redemption conditions since the July 2024 Rights Offering.

The decision to redeem only the 150% Warrants while leaving the 200% Warrants outstanding demonstrates a balanced approach to capital management and shareholder value. This strategic move could help optimize the company's capital structure while maintaining flexibility for future financing options.

HAYWARD, Calif.--(BUSINESS WIRE)-- Pulse Biosciences, Inc. (Nasdaq: PLSE), a company leveraging its novel and proprietary Nanosecond Pulsed Field Ablation™ (nano-PFA or nsPFA™) technology, today announced that it intends to deliver an irrevocable notice of redemption, on or about December 27, 2024, to redeem the first tranche of common stock warrants, redeemable by the Company if the Company’s stock trading price exceeds $16.50 for twenty consecutive trading days, that were issued as part of its July 3, 2024 rights offering which are still outstanding as of February 5, 2025 (the “Redemption Date”). These outstanding common stock warrants (the “150% Warrants”), which were issued in the Company’s 2024 rights offering (the “Rights Offering”), pursuant to the Company’s Registration Statement on Form S-3, as amended (File No. 333-278494), may be exercised by the holders thereof until 6:30 p.m., Eastern time, on the Redemption Date, at the exercise price of $11.00 per share of Company common stock, $0.001 par value per share. Any 150% Warrants not exercised before 6:30 p.m., Eastern time, on February 5, 2025, will be redeemed by the Company for $0.01 per 150% Warrant share (the “Redemption Price”).

Under the terms of the 150% Warrants, the Company has the right to redeem the 150% Warrants (CUSIP # 74587B135) if the volume weighted average price (as defined therein, “VWAP”) exceeds $16.50 per share for twenty (20) consecutive trading days at least three months after the date that the 150% Warrants were issued. This requirement was met for each of the twenty consecutive trading days preceding December 23, 2024. Over this period, the Company had an average VWAP of $18.85.

Any 150% Warrants that remain unexercised at 6:30 p.m., Eastern time, on the Redemption Date, will be void and no longer exercisable, and the holders of those 150% Warrants will be entitled to receive only the Redemption Price of $0.01 per 150% Warrant share. The second tranche of common stock warrants issued in the Rights Offering (the “200% Warrants”) are not being redeemed at this time.

The Company received aggregate gross proceeds of $60 million from its Rights Offering, which was completed in July 2024, and the Company will receive an additional $66 million of gross proceeds, if all of the 150% Warrants and all of the 200% Warrants (collectively, the “Warrants”) are exercised prior to the Redemption Date.

None of the Company, its board of directors or employees has made or is making any representation or recommendation to any holder of any Warrants as to whether to exercise or refrain from exercising any Warrants.

A registration statement, as amended, relating to the Rights Offering was previously filed with the Securities and Exchange Commission (the “SEC”) and declared effective on May 31, 2024. A prospectus relating to the offering was filed with the SEC on and supplemented on June 4, 2024 and is available on the SEC’s website.

The Company will post a copy of the notice of redemption being sent to the holders of the 150% Warrants on its investor relations website at investors.pulsebiosciences.com.

Questions concerning redemption and exercise of the 150% Warrants can be directed to Broadridge Corporate Issuer Solutions, LLC, Attn: BCIS Re-Organization Dept., P.O. Box 1317, Brentwood, NY 11717-0718, telephone number 888-789-8409 or to shareholder@broadridge.com.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such 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 is now headquartered in Miami, Florida and maintains its office in Hayward, California.

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 Company’s planned redemption of outstanding warrants, statements concerning its expected product development efforts, statements about its Nanosecond Pulsed Field Ablation (nsPFA) technology to non-thermally clear cells while sparing adjacent noncellular tissue, as well as statements concerning customer adoption and future use of the CellFX System to address a range of conditions such as atrial fibrillation. 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/20241223275716/en/

Investor Contacts:

Pulse Biosciences

Darrin Uecker, CTO or Kevin Danahy, CCO

IR@pulsebiosciences.com

or

Gilmartin Group

Philip Trip Taylor

415.937.5406

philip@gilmartinir.com

Source: Pulse Biosciences, Inc.

FAQ

What is the redemption price for PLSE's 150% Warrants if not exercised by February 5, 2025?

Any unexercised 150% Warrants will be redeemed by Pulse Biosciences for $0.01 per warrant share after February 5, 2025.

What is the exercise price for PLSE's 150% Warrants before redemption?

The exercise price for the 150% Warrants is $11.00 per share of Pulse Biosciences common stock.

How much additional capital could PLSE raise from the warrant exercise?

Pulse Biosciences could receive an additional $66 million in gross proceeds if all 150% and 200% Warrants are exercised.

What was the average VWAP that triggered PLSE's warrant redemption?

Pulse Biosciences' average VWAP was $18.85 over the twenty consecutive trading days preceding December 23, 2024.

When is the deadline for PLSE warrant holders to exercise their 150% Warrants?

Warrant holders must exercise their 150% Warrants by 6:30 p.m., Eastern time, on February 5, 2025.