Pulse Biosciences, Inc. Announces Closing of Rights Offering

HAYWARD, Calif., July 3, 2024–(BUSINESS WIRE)–Pulse Biosciences, Inc. (Nasdaq: PLSE) (the “Company” or “Pulse Biosciences”), a company leveraging its innovative and proprietary CellFX® Nanosecond Pulsed Field Ablation™ (nsPFA™) technology, today announced the closing of its rights offering and the final results thereof.

The Company received base and oversubscriptions in excess of $83 million, representing approximately 138% of the $60 million gross proceeds of the rights offering, and subscriptions from over 800 accounts, including those of the Company’s Executive Chairman, Robert Duggan. The available units were allocated proportionally to rights holders who exercised their oversubscription rights based on the number of units subscribed by each rights holder under its base subscription rights, in accordance with the procedures described in the prospectus, as amended to date, relating to the rights offering. The remaining oversubscription amounts will be returned to investors by Broadridge Corporate Issuer Solutions, LLC (the “Subscription Agent”).

The rights offering resulted in the sale of six million units (the “Units”), at a price of $10.00 per Unit. Each Unit consisted of one common share of the Company, par value $0.001 per share, and two warrants, each a warrant to purchase one-half of one common share. The common shares and warrants constituting the Units were separated at the closing of the rights offering and were issued individually. A total of 5,999,999 common shares and warrants to purchase approximately six million additional common shares were issued under the offering. The Company received aggregate gross proceeds from the rights offering of $60 million. If exercised, additional gross proceeds of up to $66 million may be received through the exercise of warrants issued under the rights offering. Each warrant will be exercisable for $11.00 per whole share, which is equivalent to 110% of the subscription price of the Units. The warrants are immediately exercisable and will expire on the fifth anniversary of the closing of the rights offering. One-half of the warrants issued pursuant to the rights offering are redeemable by the Company if the Company’s stock price exceeds $16.50 for twenty consecutive trading days and the other half of the warrants issued pursuant to the rights offering are redeemable by the Company if the Company’s stock price exceeds $22.00 for twenty consecutive trading days.

Investors who participated in the rights offering should expect to receive the shares and warrants in book-entry or uncertificated form. The shares, warrants and any excess subscription payments are expected to be distributed by the subscription agent on or about July 5, 2024.

After giving effect to the issuance of 5,999,999 Common Shares pursuant to the Rights Offering (but excluding up to approximately six million Common Shares underlying the Warrants issued pursuant to the Rights Offering), the Company has 61,228,332 Common Shares issued and outstanding.

The Company intends to use the proceeds from the offering primarily to support product and clinical development, future regulatory submissions and commercial readiness of its three lead CellFX nsPFA products, the Percutaneous Electrode, Cardiac Clamp and 360° Cardiac Catheter. Each device is designed to deliver meaningful clinical benefits over current standards of care and have the potential to have a profound positive impact on healthcare for patients, providers and other stakeholders.

The rights offering was made pursuant to the Company’s registration statement on Form S-3, as amended by the post-effective amendment filed with the Securities and Exchange Commission (“SEC”) on May 28, 2024, which was deemed effective by the SEC on May 31, 2024, including the prospectus contained therein, as amended by the prospectus filed pursuant to Rule 424(b)(2) under the Securities Act of 1933, which contains detailed terms of the rights offering and was filed with the SEC on June 4, 2024.

About Pulse Biosciences®

Pulse Biosciences is an innovative bioelectric medicine company committed to healthcare innovation with 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 transparent cells while sparing adjacent non-cellular tissue. The Company is actively pursuing development of its CellFX nsPFA technology for use in the treatment of atrial fibrillation and a few other markets where it could have a profound positive impact on healthcare for patients and providers.

Pulse Biosciences, CellFX, Nano-Pulse Stimulation, NPS, nsPFA, CellFX nsPFA and 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 contained in this press release that are not historical are forward-looking statements, including, among others, statements regarding the effectiveness of the Company’s CellFX nsPFA technology and the CellFX System in removing cells non-thermally while sparing adjacent non-cellular tissue, statements regarding the Company’s future use of proceeds from its rights offering and whether the Company’s products under development will provide meaningful clinical benefits over current standards of care and have a profound positive impact on healthcare, 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,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate” 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, are 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 the information in this release to reflect future events or circumstances, even if new information becomes available.

Rights Offering, Subscription Agent and Warrant Information:
Broadridge Corporate Issuer Solutions, LLC
Attention: BCIS Reorganization Service.
PO Box 1317
Brentwood, NY 11717-0718
888.789.8409
[email protected]

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Contacts

Investors:
Pulse Biosciences, Inc.
Burke T. Barrett, President and Chief Executive Officer
[email protected]

Gilmartin Group
Philip Trip Taylor
415.937.5406
[email protected]