HAYWARD, Calif.– Pulse Biosciences, Inc. (Nasdaq: PLSE), a company leveraging its novel and proprietary nanosecond pulsed field ablation (nsPFA™) technology and proprietary CellFX System® for the treatment of atrial fibrillation, today announced that it has entered into a stock purchase agreement with Robert W. Duggan, an experienced life sciences executive and the Company’s Executive Chairman, for the purchase of 10,022,937 shares of the Company’s common stock at a price of $6.51 per share, a greater than 1% premium over the last reported sale price of the Company’s common stock on April 28, 2023, the immediately preceding trading day. Upon the closing of this private placement and sale of these securities, all indebtedness owed by the Company to Mr. Duggan, including the principal balance of $65.0 million and accrued and unpaid interest of approximately $0.25 million, will be cancelled as consideration for the shares.
“Upon closing, this transaction eliminates our debt and this capital will strengthen our balance sheet to provide us greater flexibility to develop both our nsPFA cardiac ablation catheter and cardiac ablation clamp devices,” said Kevin P. Danahy, Chief Executive Officer of Pulse Biosciences. “We appreciate Bob’s continued support and leadership. He is a remarkable supporter of our team, technology and mission. We are committed to delivering the clinically differentiated benefits of nsPFA technology for the betterment of as many patients as possible.”
Mr. Duggan, who beneficially owns approximately 62% of the Company, will become the beneficial owner of approximately 69% of the Company after giving effect to the private placement.
No warrants will be provided, or other discounts given, to Mr. Duggan in the private placement. At the time of Mr. Duggan’s original loan to the Company in September 2022, the Company’s stock was trading under $1.50 per share. The private placement is being facilitated directly by the Company. Therefore, no investment banking or placement fees are being incurred by the Company. The private placement is expected to close on or about May 8, 2023, subject to the satisfaction of customary preclosing conditions.
This announcement is neither an offer to sell nor a solicitation to buy any securities, nor shall there be any offer, solicitation or sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The shares of common stock being issued in the private placement have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Act and applicable state laws.
