PULSE BIOSCIENCES, INC. current report, 10 February 2017

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Pulse Biosciences, Inc. - Form 8-K Summary

Business Context and Reporting Period

This Current Report on Form 8-K was filed by Pulse Biosciences, Inc. on February 10, 2017, covering events occurring on February 7 and February 9, 2017. The filing details a private placement of equity securities, the appointment of a new director, and amendments to the company's bylaws.

Key Financial Metrics

The filing discloses the following financial data related to the private placement:

  • Gross Proceeds: Approximately $5 million.
  • Shares Issued: 819,673 shares of common stock.
  • Price Per Share: $6.10.
  • Use of Proceeds: Working capital and general corporate purposes.
  • Other Metrics: The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity positions outside of the transaction proceeds.

Material Changes

The primary material change is the capital raise via a private placement with investors Robert W. Duggan and Maky Zanganeh. Additionally, the company amended its bylaws to allow the Board of Directors to determine the number of directors via resolution, rather than a fixed number.

Guidance, Outlook, and Corporate Actions

  • Registration Rights: The company agreed to file a registration statement with the SEC for the resale of the shares on or prior to July 31, 2017.
  • Board Appointment: Maky Zanganeh was appointed as a director effective February 9, 2017, to serve until the 2017 annual meeting of stockholders.
  • Bylaw Amendment: The Board approved an amendment to the Bylaws to change provisions regarding the number of board members.
  • Risks and Contingencies: The shares were sold in reliance on exemptions from registration (Section 4(a)(2) and Rule 506) and are not registered under the Securities Act of 1933. They may not be offered or sold in the U.S. absent registration or an exemption.

Investor Verification Checklist

  • Verify the final closing of the $5 million private placement and the actual net proceeds received after expenses.
  • Confirm the filing of the registration statement for the resale of shares by the July 31, 2017 deadline.
  • Review the full text of the Securities Purchase Agreement (Exhibit 10.1) for specific covenants and representations.
  • Monitor the company's cash burn rate to assess the sufficiency of the new working capital for general corporate purposes.