Pulse Biosciences (NASDAQ: PLSE) sets $59,976,196 at-the-market stock plan

Rhea-AI Filing Summary

Pulse Biosciences, Inc. entered into a new equity distribution agreement with TD Securities (USA) LLC, allowing the company to sell, from time to time, shares of common stock with an aggregate offering price of up to $59,976,196 in at-the-market transactions. TD Cowen will act as sales agent and receive a commission of up to 3.0% of the gross sales price of shares sold, plus specified expense reimbursements. The shares will be issued under existing effective shelf registration statements and a prospectus supplement filed on February 19, 2026. On February 18, 2026, the company terminated its prior at-the-market program, under which the same aggregate amount of common stock remained unsold.

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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): February 18, 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 1.01 Entry into a Material Definitive Agreement. 

On February 19, 2026, Pulse Biosciences, Inc. (the “Company”) entered into an equity distribution agreement (the “Sales Agreement”) with TD Securities (USA) LLC (“TD Cowen”) as sales agent, pursuant to which 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 (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, TD Cowen 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, TD Cowen 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 TD Cowen 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 TD Cowen 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. 333-278322) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2024, and declared effective as of April 8, 2024, as well as a related registration statement on Form S-3 (File No. 333-280805), filed with the SEC on July 15, 2024 pursuant to Rule 462(b) of the Securities Act, which became effective immediately upon filing. The Company filed a prospectus supplement with the SEC on February 19, 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 1.02 Termination of a Material Definitive Agreement.

Prior to the Company’s entry into the Sales Agreement, on February 18, 2026, the Company terminated its at-the-market offering program in accordance with the terms of its prior equity distribution agreement, dated as of July 15, 2024 (the “Prior Distribution Agreement”), between the Company and the sales agents named therein. As of the time of its termination, shares of our Common Stock having an aggregate offering price of up to $59,976,196 remained unsold under the Prior Distribution Agreement.

The foregoing description of the Prior Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Prior Distribution Agreement, a copy of which is filed as Exhibit 1.1 to the Company's Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2024.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
1.1	Equity Distribution Agreement, dated February 19, 2026, by and between Pulse Biosciences, Inc. and TD 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: February 19, 2026	By:	/s/ Paul A. LaViolette
		Paul A. LaViolette
		Chief Executive Officer (Principal Executive Officer)

FAQ

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

Pulse Biosciences entered an equity distribution agreement with TD Securities (USA) LLC, enabling at-the-market sales of common stock. The company may sell shares over time with an aggregate offering price of up to $59,976,196 under existing shelf registration statements.

How large is Pulse Biosciences’ new at-the-market offering program?

The at-the-market program permits Pulse Biosciences to sell common stock with an aggregate offering price of up to $59,976,196. These shares may be issued periodically through TD Cowen as sales agent under effective Form S-3 registration statements and a prospectus supplement.

What fees will Pulse Biosciences (PLSE) pay TD Cowen under the agreement?

Pulse Biosciences will pay TD Cowen a commission of up to 3.0% of the gross sales price of any shares sold. The company will also reimburse certain specified expenses related to entering the equity distribution agreement for the at-the-market offering program.

How will Pulse Biosciences’ at-the-market shares be sold in the market?

Shares may be sold in transactions deemed "at the market" under Rule 415, including ordinary broker transactions on The Nasdaq Capital Market, block trades, market-maker transactions, negotiated deals, or other legally permitted methods, at market, related, or negotiated prices.

What happened to Pulse Biosciences’ prior at-the-market program?

On February 18, 2026 Pulse Biosciences terminated its prior equity distribution agreement. At termination, shares of common stock with an aggregate offering price of up to $59,976,196 remained unsold, and the new agreement replaces that prior at-the-market program.

Are Pulse Biosciences (PLSE) required to sell shares under this new agreement?

The company is not obligated to sell any shares under the equity distribution agreement. Pulse Biosciences may instruct TD Cowen on price, timing, and size parameters and can suspend solicitations and offers at any time, providing flexibility in how and when it accesses the program.

Filing Exhibits & Attachments

6 documents

Other Documents

• EX-1.1 SALES AGREEMENT, DATED FEBRUARY 19, 2026, BY AND BETWEEN PULSE BIOSCIENCES, INC. 147.8 KB
• EX-5.1 EXHIBIT 5.1 - OPINION OF BAKER & HOSTETLER LLP 9.8 KB
• 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