Major holder in Pulse Biosciences (PLSE) eyes buys under $59.98M ATM

Rhea-AI Filing Summary

Pulse Biosciences, Inc. reports that its Board of Directors has approved resolutions allowing TD Securities (USA) LLC, as sales agent under an existing Equity Distribution Agreement, to sell common stock to one or more company affiliates at the then current market trading price without a discount.

The Equity Distribution Agreement, dated February 19, 2026, permits at-the-market offerings of common stock with an aggregate offering price of up to $59,976,196. The company notes that Co-Chairman and major stockholder Robert Duggan, who beneficially owned approximately 72% of outstanding common stock as of March 31, 2026, and Chief Executive Officer and Co-Chairman Paul LaViolette have indicated they are likely to purchase shares in the near term, but without any binding commitments or specified amounts.

Insights

Capital markets analyst

Board enables affiliate participation in existing $59.98M ATM facility.

The company highlights an at-the-market Equity Distribution Agreement with TD Securities (USA) LLC allowing issuance of common stock up to an aggregate $59,976,196. The new Board resolutions permit affiliates to buy shares through this program at prevailing market prices without a discount.

Separately, Co-Chairman Robert Duggan, who beneficially owned about 72% of outstanding common stock as of March 31, 2026, and CEO/Co-Chairman Paul LaViolette have indicated they are likely to purchase shares, but with no binding commitments or share amounts disclosed. Actual capital-raising and insider participation will depend on future trading decisions under the program.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

ATM aggregate offering limit: $59,976,196 Beneficial ownership: Approximately 72% Sales agreement date: February 19, 2026

3 metrics

ATM aggregate offering limit $59,976,196 Maximum aggregate offering price of common stock under Equity Distribution Agreement

Beneficial ownership Approximately 72% Robert Duggan’s beneficial ownership of outstanding common stock as of March 31, 2026

Sales agreement date February 19, 2026 Date of Equity Distribution Agreement with TD Securities (USA) LLC

Key Terms

Equity Distribution Agreement, at-the-market, beneficial owner, emerging growth company, +1 more

5 terms

Equity Distribution Agreement financial

"pursuant to that certain Equity Distribution Agreement, dated February 19, 2026"

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 financial

"Under the at-the-market Sales Agreement, the Company may offer and sell"

"At-the-market" is a method for companies to sell new shares of stock directly into the open market over time, rather than all at once. It allows companies to raise money gradually, similar to selling slices of a pie instead of the entire pie at once, which can help manage the sale's impact on the stock price. This approach gives investors a steady supply of shares while providing companies with flexible funding options.

beneficial owner financial

"the beneficial owner of approximately 72% of our outstanding common stock"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

sales agent financial

"permitting TD Securities (USA) LLC, as sales agent (“TD Cowen”)"

A sales agent is an individual or firm authorized to sell a company’s products or services on its behalf, typically paid by commission or fees rather than a fixed salary. For investors, who a company uses to reach customers and how well those agents perform affects revenue growth and profit margins — like hiring local independent sellers to expand into new neighborhoods without building stores — so agent quality and cost matter to future cash flow and valuation.

Understanding 8-K Material Events →

false 0001625101 0001625101 2026-05-05 2026-05-05

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): May 5, 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.)
601 Brickell Key Drive, Suite 1080
Miami, Florida 33131
(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 8.01 Other Events.

On May 5, 2026, the Board of Directors of Pulse Biosciences, Inc. (the “Company”) approved resolutions permitting TD Securities (USA) LLC, as sales agent (“TD Cowen”), to sell Company common stock to one or more Company affiliates pursuant to that certain Equity Distribution Agreement, dated February 19, 2026, by and between TD Cowen and the Company (the “Sales Agreement”), should any of them wish to purchase shares through the Sales Agreement without a discount to the then current market trading price for Company common stock. Under the at-the-market Sales Agreement, the Company may offer and sell, from time to time, through TD Cowen shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $59,976,196.

Separately, Mr. Robert Duggan, the Company’s Co-Chairman of the Board of Directors and the beneficial owner of approximately 72% of our outstanding common stock as of March 31, 2026, and Mr. Paul LaViolette, the Company’s Chief Executive Officer and Co-Chairman, have indicated that they are likely to purchase shares in the near term, but they have not indicated the number of shares they intend to purchase nor have they made any formal binding commitments to do so. Any purchases of shares by these individuals would be at the prevailing market bid price or better.

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: May 6, 2026	By:	/s/ Jon Skinner
		Jon Skinner
		Chief Financial Officer (Principal Financial Officer)

FAQ

What capital raising program does Pulse Biosciences (PLSE) describe in this 8-K?

Pulse Biosciences describes an at-the-market Equity Distribution Agreement with TD Securities (USA) LLC. It allows sales of common stock with an aggregate offering price of up to $59,976,196 through the sales agent over time, depending on future decisions.

What Board action did Pulse Biosciences (PLSE) take regarding affiliate share purchases?

The Board approved resolutions permitting TD Securities (USA) LLC to sell Pulse Biosciences common stock to one or more company affiliates. These sales would occur under the existing Equity Distribution Agreement at the then current market trading price, without a discount to market.

How much stock can Pulse Biosciences sell under its at-the-market program?

Under the Equity Distribution Agreement dated February 19, 2026, Pulse Biosciences may offer and sell common stock having an aggregate offering price of up to $59,976,196. Sales would occur from time to time through TD Securities (USA) LLC as sales agent.

What potential share purchases by Pulse Biosciences insiders are mentioned?

Co-Chairman and CEO Paul LaViolette and Co-Chairman Robert Duggan have indicated they are likely to purchase shares in the near term. However, they have not specified the number of shares and have made no formal binding commitments to purchase.

At what price would Pulse Biosciences insiders buy shares under this arrangement?

Any purchases of Pulse Biosciences common stock by the named insiders through the Equity Distribution Agreement would occur at the prevailing market bid price or better. The Board resolutions specifically allow sales to affiliates without a discount to the then current market trading price.

What is Robert Duggan’s ownership stake in Pulse Biosciences (PLSE)?

Robert Duggan, Co-Chairman of the Board, is disclosed as the beneficial owner of approximately 72% of Pulse Biosciences’ outstanding common stock as of March 31, 2026. This figure provides context for his role as a major existing stockholder.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 11.2 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.3 KB