Pulse Biosciences, Inc. Announces Rights Offering
15 April 2022 - 6:05AM
Business Wire
Pulse Biosciences, Inc. (Nasdaq: PLSE) (the “Company” or “Pulse
Biosciences”), a novel bioelectric medicine company, today
announced that the Company’s Board of Directors has approved a
rights offering available to all holders of record of the Company’s
common stock, par value $0.001 per share (the “Common Stock”) as of
the close of market on April 25, 2022 (the “Record Date”). The
offering is to commence on or about May 4, 2022.
The Company intends to issue non-transferable subscription
rights to its stockholders of record as of the Record Date to
purchase up to $15,000,000 of units (the “Units,” and each, a
“Unit”) at a subscription price per Unit equal to the lesser of (i)
$3.72 per share, the closing price of the Common Stock on April 13,
2022 (the “Initial Price”) and (ii) the volume weighted average
price of the Common Stock for the five-trading day period through
and including the subscription expiration date (the “Alternate
Price”). Each Unit shall consist of one share of the Company’s
Common Stock and a warrant to purchase 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 Units 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 May 23, 2022 (the
“Expiration Date”).
Stockholders wishing to exercise subscription rights must timely
pay the Initial Price for the full number Units they wish to
acquire. If the Alternate Price on the Expiration Date is lower
than the Initial Price, any excess subscription amounts paid by a
subscribing holder will be applied towards the purchase of
additional Units in the rights offering. 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.
The Company intends to register the rights offering with the
Securities and Exchange Commission (the “SEC”). When available, a
copy of the prospectus may be obtained at 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 any securities, nor will there be
any sale of 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. The rights offering will be made pursuant to
the Company’s shelf registration statement on Form S-3, which
became effective on August 21, 2020, and a prospectus supplement
containing the detailed terms of the rights offering to be filed
with the SEC. Any offer will be made only by means of a prospectus
forming part of the registration statement.
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
Nano-Pulse Stimulation technology delivers nano-second pulses of
electrical energy to non-thermally clear cells while sparing
adjacent non-cellular tissue. The CellFX® System is the first
commercial product to harness the distinctive advantages of NPS
technology to treat a variety of applications for which an optimal
solution remains unfulfilled. The initial commercial use of the
CellFX System is to address a range of dermatologic conditions that
share high demand among patients and practitioners for improved
dermatologic outcomes. Designed as a multi-application platform,
the CellFX System offers customer value with a utilization-based
revenue model. Visit pulsebiosciences.com to learn more.
To stay informed about the CellFX System, please visit
CellFX.com and sign-up for updates.
Pulse Biosciences, CellFX, Nano-Pulse Stimulation, NPS 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 Pulse Biosciences’ expectations concerning
customer adoption and future use of the CellFX System to address a
range of dermatologic conditions, possible future regulatory
clearances, statements relating to the effectiveness of the
Company’s NPS technology and the CellFX System to improve the
quality of life for patients, and Pulse Biosciences’ expectations,
whether stated or implied, regarding its planned rights offering,
financing plans 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220414005856/en/
Investors: Pulse Biosciences Sandra Gardiner, EVP and CFO
510.241.1077 IR@pulsebiosciences.com or Gilmartin Group Philip Trip
Taylor 415.937.5406 philip@gilmartinir.com
Media: Tosk Communications Nadine D. Tosk 504.453.8344
nadinepr@gmail.com or press@pulsebiosciences.com
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