On April 30, 2023 Pulse Biosciences, Inc. (the "Company") reported to have entered into a Securities Purchase Agreement (the "Purchase Agreement") with Robert W. Duggan ("Investor"), the Company’s Executive Chairman of the Board of Directors and majority stockholder of the Company (Filing, 8-K, Pulse Biosciences, APR 30, 2023, View Source [SID1234630781]). Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Investor 10,022,937 shares of the Company’s common stock, par value $0.001 per share, in a private placement (the "Private Placement"), at a price per share of $6.51 (the "Shares"), a greater than 1% premium over the last closing price on NASDAQ of $6.44 per share on Friday, April 28, 2023.
The Shares will be paid for through the cancellation of $65 million aggregate principal amount, together with all accrued and unpaid interest outstanding, pursuant to that certain Loan Agreement (the "Loan Agreement"), dated as of September 20, 2022, as amended on March 17, 2023 by that certain First Amendment to Loan Agreement (the "Amendment"), by and between the Company and the Investor, as previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 23, 2022 and March 21, 2023, respectively. At the time of Mr. Duggan’s original loan to the Company in September 2022, the Company’s stock was trading under $1.50 per share. Upon closing of the Private Placement and satisfaction of the outstanding debt, the Loan Agreement will terminate, without early termination fees or penalties being owed by the Company, and no additional amounts will be owed to the Investor under the Loan Agreement.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by this reference.
The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Purchase Agreement and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the U.S. Securities and Exchange Commission.
The Investor, who is already the majority holder of the Company, will have a beneficial ownership interest in the Company of approximately 69%, after the closing of the Private Placement.
Termination of a Material Definitive Agreement.
The description of the termination of the Loan Agreement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02 in its entirety. The terms of the Loan Agreement and the Amendment were previously disclosed in a Current Report on Form 8-K filed with the SEC on September 23, 2022 and March 21, 2023, respectively, which disclosures are incorporated herein by this reference.
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