0000950170-24-138214.txt : 20241219 0000950170-24-138214.hdr.sgml : 20241219 20241219062934 ACCESSION NUMBER: 0000950170-24-138214 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20241219 DATE AS OF CHANGE: 20241219 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PULSE BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001625101 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 465696597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89516 FILM NUMBER: 241560936 BUSINESS ADDRESS: STREET 1: 3957 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 BUSINESS PHONE: 510-906-4600 MAIL ADDRESS: STREET 1: 3957 POINT EDEN WAY CITY: HAYWARD STATE: CA ZIP: 94545 FORMER COMPANY: FORMER CONFORMED NAME: Pulse Biosciences, Inc. DATE OF NAME CHANGE: 20151210 FORMER COMPANY: FORMER CONFORMED NAME: Electroblate, Inc. DATE OF NAME CHANGE: 20141113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DUGGAN ROBERT W CENTRAL INDEX KEY: 0001055919 ORGANIZATION NAME: FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: 611 SOUTH FORT HARRISON AVE STREET 2: SUITE 306 CITY: CLEARWATER STATE: FL ZIP: 33756 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000921895-17-000445 0001055919 XXXXXXXX LIVE 16 Common Stock, par value $0.001 per share 12/18/2024 false 0001625101 74587B101 Pulse Biosciences, Inc.

601 Brickell Key Drive Suite 1080 Miami FL 33131

Adam W. Finerman, Esq. (212) 589-4233 BAKER HOSTETLER LLP 45 Rockefeller Plaza New York NY 10111 0001055919 N Robert W. Duggan PF N X1 48792335 0 48792335 0 48792335 N 70.6 IN Represents (i) 47,712,037 shares of Common Stock, including 195,496 shares underlying certain options exercisable within 60 days hereof, held by Mr. Duggan, (ii) 630,109 shares of Common Stock held by Genius 24C Inc d/b/a Genius Inc and (iii) 450,189 shares of Common Stock held by Blazon Corporation. This does not include options which are not exercisable in 60 days from the date hereof. Percent beneficially owned is based on 69,113,839 shares of Common Stock outstanding as of December 18, 2024, consisting of (i) 68,918,323 shares outstanding as of December 18, 2024, as advised to the Reporting Person by the Issuer, and (ii) 195,496 shares underlying options that can be exercised by Mr. Duggan within 60 days hereof. Y GENIUS 24C INC WC N FL 630109 0 630109 0 630109 N 0.9 CO Represents 630,109 shares of Common Stock held by Genius 24C Inc d/b/a Genius Inc. (Genius) Percent beneficially owned is based on 69,113,839 shares of Common Stock outstanding as of December 18, 2024, consisting of (i) 68,918,323 shares outstanding as of December 18, 2024, as advised to the Reporting Person by the Issuer, and (ii) 195,496 shares underlying options that can be exercised by Mr. Duggan within 60 days hereof. Y Blazon Corporation WC N CA 450189 0 450189 0 450189 N 0.7 CO Represents 450,189 shares of Common Stock held by Blazon Corporation (Blazon). Percent beneficially owned is based on 69,113,839 shares of Common Stock outstanding as of December 18, 2024, consisting of (i) 68,918,323 shares outstanding as of December 18, 2024, as advised to the Reporting Person by the Issuer, and (ii) 195,496 shares underlying options that can be exercised by Mr. Duggan within 60 days hereof. Common Stock, par value $0.001 per share Pulse Biosciences, Inc. 601 Brickell Key Drive Suite 1080 Miami FL 33131 The following constitutes Amendment No. 16 to the Schedule 13D filed by the undersigned (the "Amendment No. 16"). This Amendment No. 16 amends the Schedule 13D as specifically set forth herein. Item 3 is hereby amended and restated to read as follows: The aggregate purchase cost of the 48,792,335 shares of Common Stock owned by Mr. Duggan is approximately $390,554,565, including brokerage commissions. Such shares were acquired with personal funds (with the exception of the 630,109 shares owned Genius 24C Inc d/b/a Genius Inc and the 450,189 shares owned by Blazon Corporation". Mr. Duggan received his 195,496 stock options in connection with his service on the board of directors of the Issuer. The aggregate purchase cost of the 630,109 shares of Common Stock owned by Genius 24C Inc d/b/a Genius Inc ("Genius"), which Mr. Duggan is the sole shareholder of and may be deemed to be beneficially owned by Mr. Duggan, is approximately $5,921,316.00, including brokerage commissions. Such shares were acquired with working capital. The aggregate purchase cost of the 450,189 shares of Common Sotck owned by Blazon Corporation ("Blazon"), which Mr. Duggan is the majority shareholder of and may be deemed to be beneficially owned by Mr. Duggan, is approximately $4,284,267.00, including brokerage commissions. Such shares were acquired with working capital. Item 5(a) is hereby amended to read as follows: The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 69,113,839 shares of Common Stock outstanding, consisting of (i) 68,918,323 shares outstanding, as advised by the Issuer, and (ii) 195,496 shares underlying options that can be exercised by Mr. Duggan within 60 days hereof. A. Mr. Duggan: As of the close of business on December 18, 2024, Mr. Duggan directly owned 47,712,037 shares of Common Stock, including 195,496 shares underlying certain options exercisable within sixty days hereof. As the sole shareholder of Genius, Mr. Duggan may be deemed the beneficial owner of the 630,109 shares of Common Stock held by Genius. As the majority shareholder of Blazon, Mr. Duggan may be deemed the beneficial owner of the 450,189 shares of Common Stock held by Blazon. Percentage: Approximately 70.6% B. Genius 24C Inc d/b/a Genius Inc.: As of the close of business on December 18, 2024, Genius beneficially owned 630,109 shares of Common Stock. Percentage: Approximately 0.9% C. Blazon Corporation: As of the close of business on December 18, 2024, Blazon beneficially owned 450,189 shares of Common Stock. Percentage: Approximately 0.7% Item 5(b) is hereby amended to read as follows: A. Mr. Duggan: 1. Sole power to vote or direct vote: 48,792,335 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 48,792,335 4. Shared power to dispose or direct the disposition: 0 B. Genius 24C In d/b/a Genius Inc.: 1. Sole power to vote or direct vote: 630,109 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 630,109 4. Shared power to dispose or direct the disposition: 0 C. Blazon Corporation: 1. Sole power to vote or direct vote: 450,189 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 450,189 4. Shared power to dispose or direct the disposition: 0 Item 5(c) is hereby amended to read as follows: The transactions in the shares of Common Stock by the Reporting Persons during the past sixty days are set forth below in the table entitled "Transactions in the Common Stock During the Past Sixty Days". Transactions in the Common Stock During the Past Sixty Days Securities Price Per Date of Purchase / Reporting Person Type of Security Purchased / (Sold) Share ($) Sale Mr. Duggan Common Stock 6,054 16.74(1) 12/11/2024 Mr. Duggan Common Stock 50,000 17.42 12/11/2024 Mr. Duggan Common Stock 45,404 17.13(1) 12/12/2024 Mr. Duggan Common Stock 55,256 17.18(1) 12/13/2024 Mr. Duggan Common Stock 5,187,824(2) 11.00 12/18/2024 Genius 24C Inc. Common Stock 69,020(2) 11.00 12/18/2024 Blazon Corporation Common Stock 49,312(2) 11.00 12/18/2024 (1) The reported price is a weighted average price. (2) The Reporting Person acquired the warrants pursuant to the exercise of subscription rights in connection with the Issuer's previously announced rights offering (the "Rights Offering"), as disclosed in the Registration Statement on Form S-3, as amended, and certain Current Reports on Form 8-K filed by the Issuer with the SEC. Pursuant to the terms of the Rights Offering, the Reporting Person purchased units at a price of $10.00 per unit, with each unit consisting of one share of common stock and two warrants each to purchase one half share of common stock at an exercise price of $11.00 per whole share Robert W. Duggan /s/ Robert W. Duggan 12/19/2024 GENIUS 24C INC /s/ Martin Brittner 12/18/2024 Blazon Corporation /s/ Robert W. Duggan 12/18/2024