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.
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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
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