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0001625101
0001625101
2026-09-14
2026-09-14
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):September 14, 2026
(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 |
Hayward, California 94545 |
(Address of Principal Executive Offices) (Zip Code) |
(Registrant’s Telephone Number, Including Area Code) |
(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 September 15, 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 $85,000,000 (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, 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 September 15, 2026 in connection with the offer and sale of the Shares pursuant to the Sales Agreement.
As previously disclosed, the Company previously entered into an equity distribution agreement, dated August 6, 2026 (the “August 2026 Sales Agreement”), with Mizuho. At the time of the August 2026 Sales Agreement, the Company filed a prospectus supplement with the SEC in connection with the offer and sale of shares of Common Stock in an aggregate amount of up to $75,000,000. As of September 14, 2026, 1,379,925 shares of Common Stock have been issued and sold pursuant to the August 2026 Sales Agreement, an aggregate offering price of approximately $68.8 million.
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.
On September 14, 2026, the Company terminated its at-the-market offering program in accordance with the terms of its prior equity distribution agreement, dated as of February 19, 2026 (the “TD Cowen Distribution Agreement”), between the Company and TD Securities (USA) LLC. As of the time of its termination, shares of Common Stock having an aggregate offering price of up to $1.0 million remained unsold under the TD Cowen Distribution Agreement.
The foregoing description of the TD Cowen Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the TD Cowen Distribution Agreement, a copy of which is filed as Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on February 19, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | | Description |
1.1 | | Equity Distribution Agreement, dated September 15, 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: September 15, 2026 | By: | /s/ Paul A. LaViolette |
| | Paul A. LaViolette |
| | Chief Executive Officer
(Principal Executive Officer) |
