STOCK TITAN

Pulse Biosciences (NASDAQ: PLSE) sets up $75M at-the-market stock program

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Pulse Biosciences, Inc. entered into an equity distribution agreement with Mizuho Securities USA LLC as sales agent, under which the company may, from time to time, offer and sell shares of its common stock having an aggregate offering price of up to $75,000,000.

Sales may be made as “at the market” offerings under Rule 415 through ordinary brokers’ transactions on The Nasdaq Capital Market, to or through market makers, block trades, or other permitted negotiated methods, at market, related, or negotiated prices. The company will pay Mizuho a commission of up to 3.0% of the gross sales price of shares sold, reimburse specified expenses, is not obligated to sell any shares, and may suspend solicitations. The shares are registered on Form S-3 (File No. 333-293596), declared effective February 27, 2026, with a prospectus supplement filed August 6, 2026.

Positive

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Filing Explained

The August 6 8-K records an at-the-market program authorizing up to $75 million of potential new common-stock sales, but it reports no completed issuance or proceeds; any future issuance could reduce existing holders’ ownership percentages.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM capacity $75,000,000 Aggregate offering price of common stock that may be sold under the equity distribution agreement
Sales agent commission 3.0% Maximum commission rate on the gross sales price of shares sold through Mizuho
Registration statement file number 333-293596 Form S-3 registration statement covering the shares sold under the program
Form S-3 effectiveness date February 27, 2026 Date the Form S-3 registration statement was declared effective
Prospectus supplement filing date August 6, 2026 Date the prospectus supplement was filed for the at-the-market offering
equity distribution agreement financial
"entered into an equity distribution agreement (the “Sales Agreement”) with Mizuho"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
at the market offerings financial
"may sell Shares in transactions that are deemed to be “at the market” offerings"
At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.
Rule 415 regulatory
"“at the market” offerings as defined in Rule 415 under the Securities Act"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
registration statement on Form S-3 regulatory
"pursuant to the Company’s effective registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
prospectus supplement regulatory
"The Company filed a prospectus supplement with the SEC on August 6, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Pulse Biosciences (PLSE) announce regarding its common stock sales?

Pulse Biosciences entered into an equity distribution agreement with Mizuho Securities USA LLC, allowing it to offer and sell, from time to time, up to $75,000,000 of its common stock through at-the-market and other permitted transactions.

How much stock can Pulse Biosciences (PLSE) sell under the Mizuho agreement?

Pulse Biosciences may sell shares of common stock having an aggregate offering price of up to $75,000,000. These shares can be issued over time through Mizuho Securities USA LLC acting as sales agent in various at-the-market or negotiated transactions.

What commission will Pulse Biosciences (PLSE) pay Mizuho for stock sales?

Pulse Biosciences will pay Mizuho Securities USA LLC a commission of up to 3.0% of the gross sales price of any shares sold. The company will also reimburse Mizuho for certain specified expenses related to entering into the equity distribution agreement.

Is Pulse Biosciences (PLSE) required to sell shares under the equity distribution agreement?

Pulse Biosciences has no obligation to sell any shares under the equity distribution agreement and may suspend solicitations and offers at any time. The arrangement provides flexibility to sell common stock if and when the company chooses, subject to the agreement’s terms.

Under what registration statement will Pulse Biosciences (PLSE) sell these shares?

Any issuance and sale of shares will be made under Pulse Biosciences’ effective Form S-3 registration statement (File No. 333-293596), filed February 19, 2026 and declared effective February 27, 2026, with a related prospectus supplement filed on August 6, 2026.
false 0001625101 0001625101 2026-08-06 2026-08-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): August 6, 2026
 
Pulse Biosciences, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Delaware
001-37744
46-5696597
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
3957 Point Eden Way
HaywardCalifornia 94545
(Address of Principal Executive Offices) (Zip Code)
510-906-4600
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
 
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common stock, $0.001 par value per share
PLSE
The Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

 
Item 1.01
Entry into a Material Definitive Agreement.
 
On August 6, 2026, Pulse Biosciences, Inc. (the “Company”) entered into an equity distribution agreement (the “Sales Agreement”) with Mizuho Securities USA LLC (“Mizuho”) as sales agent, pursuant to which the Company may offer and sell, from time to time, through Mizuho shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000 (the “Shares”).
 
The Company is not obligated to sell any Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Mizuho will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions specified by the Company. Under the Sales Agreement, Mizuho may sell Shares in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including directly on The Nasdaq Capital Market or into any other existing trading market for the Shares, or sales made to or through a market maker, including block trades or block sales, or by any other method permitted by law, including negotiated transactions. Sales may be made at market prices prevailing at the time of a sale or at prices related to prevailing market prices or at negotiated prices. The Company will pay Mizuho compensation at a commission rate of up to 3.0% of the gross sales price of any Shares sold under the Sales Agreement. The Company also will reimburse Mizuho for certain specified expenses in connection with entering into the Sales Agreement. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend solicitations and offers under the Sales Agreement.
 
The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-293596) filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2026, and declared effective as of February 27, 2026. The Company filed a prospectus supplement with the SEC on August 6, 2026 in connection with the offer and sale of the Shares pursuant to the Sales Agreement.
 
The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Baker & Hostetler LLP, counsel to the Company, relating to the validity of the issuance and sale of the Shares being offered pursuant to the Sales Agreement, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
Description
 
 
1.1
Equity Distribution Agreement, dated August 6, 2026, by and between Pulse Biosciences, Inc. and Mizuho Securities USA LLC.
5.1
Opinion of Baker & Hostetler LLP
23.1
Consent of Baker & Hostetler LLP (included in Exhibit 5.1)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
PULSE BIOSCIENCES, INC.
 
 
 
 
 
 
 
Date: August 6, 2026
By:
/s/ Paul A. LaViolette
 
 
 
Paul A. LaViolette
 
 
 
Chief Executive Officer
(Principal Executive Officer)
 
 

Filing Exhibits & Attachments

6 documents