On January 5, 2021 Pulse Biosciences, Inc. (Nasdaq: PLSE) (the "Company" or "Pulse Biosciences"), a novel bioelectric medicine company progressing Nano-Pulse StimulationTM (NPS) technology, reported that on December 31, 2020, it delivered a notice of redemption to redeem all of its outstanding warrants (the "Warrants") to purchase shares of the Company’s common stock, $0.001 par value per share (the "Common Stock"), issued on June 16, 2020 in connection with the Company’s rights offering pursuant to its Registration Statement on Form S-3, as amended (File No. 333-237577), and that remain unexercised at 6:30 p.m., Eastern time, on February 5, 2021 (the "Redemption Date") for a redemption price of $0.01 per Warrant (the "Redemption Price") (Filing, 8-K, Pulse Biosciences, JAN 5, 2021, View Source [SID1234573487]).
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Under the terms of the Warrants, the Company has the right to redeem all of the outstanding Warrants if the VWAP (as defined in the Warrants) exceeds $14.02 per share for ten consecutive trading days at least six months after the date that the Warrants were issued. The requirement was met for the each of the ten consecutive trading days preceding December 31, 2020. The Company had an average last reported sale price of $21.90 over this period.
The Warrants may be exercised by the holders thereof until 6:30 p.m. Eastern time on the Redemption Date at the exercise price of $7.01 per share of Common Stock. Any Warrants that remain unexercised at 6:30 p.m. Eastern time on the Redemption Date will be void and no longer exercisable, and the holders of those Warrants will be entitled to receive only the redemption price of $0.01 per Warrant. The Company received aggregate gross proceeds of $30 million from the rights offering, which was completed in June 2020 and, if all the Warrants are exercised prior to the Redemption Date, the Company will receive an additional $4.5 million of gross proceeds.
None of the Company, its board of directors or employees has made or is making any representation or recommendation to any holder of the Warrants as to whether to exercise or refrain from exercising any Warrants.
A registration statement, as amended, relating to the rights offering was previously filed with the Securities and Exchange Commission (the "SEC") and declared effective on May 8, 2020. A prospectus relating to the offering was filed with the SEC on May 14, 2020 and is available on the SEC’s website.
For a copy of the notice of redemption sent to the holders of the Warrants, please visit the Company’s investor relations website at investors.pulsebiosciences.com.
Questions concerning redemption and exercise of the Warrants can be directed to Broadridge Corporate Issuer Solutions, Inc., Attn: BCIS Re-Organization Dept., P.O. Box 1317, Brentwood, NY 11717-0718, telephone number (888) 789-8409.
No Offer or Solicitation
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any offer of any of the Company’s securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.