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                             April 10, 2024

       Kevin Danahy
       Chief Executive Officer
       Pulse Biosciences, Inc.
       3957 Point Eden Way
       Hayward, CA 94545

                                                        Re: Pulse Biosciences,
Inc.
                                                            Registration
Statement on Form S-3
                                                            Filed April 3, 2024
                                                            File No. 333-278494

       Dear Kevin Danahy:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Form S-3 filed April 3, 2024

       Cover Page

   1.                                                   With a view to
disclosure, please tell us what consideration you gave to including a floor
                                                        price for the offer.
       Certain U.S. Federal Income Tax Consequences, page 31

   2.                                                   Item 601(b)(8) of
Regulation S-K states that a tax opinion must be filed whenever the tax
                                                        consequences of a
transaction    are material to an investor and a representation as to tax
                                                        consequences is set
forth in the filing.    We note your disclosure that you "believe and
                                                        intend to take the
position that the distribution of the subscription rights in connection
                                                        with the Rights
Offering generally should not be a taxable event to holders of [y]our
                                                        common stock for U.S.
federal income tax purposes." Please file a tax opinion as an
                                                        exhibit to the filing.
We refer you to Section III.A.1 of Staff Legal Bulletin 19.
 Kevin Danahy
Pulse Biosciences, Inc.
April 10, 2024
Page 2
3.     We note that your heading refers to a discussion of "certain" U.S.
federal income tax
       consequences. Please revise to refer to all material tax considerations.
Refer to Section
       III.C.1 of Staff Legal Bulletin 19.
Exhibits

4.     We note that the legal opinion provided by Baker & Hostetler LLP assumes
"with respect
       to Rights Shares and the Warrant Shares, that there will be sufficient
shares of Common
       Stock authorized under the Company   s organizational documents that are
not otherwise
       reserved for issuance". Please revise the legal opinion to remove this
assumption. Refer
       to Section II.B.3 of Staff Legal Bulletin 19.
5.     We note that your filing fee table is registering common stock issuable
upon exercise of
       subscription rights and exercise of warrants with a maximum aggregate
offering price of
       $126,000,000. We note, however, that you are registering 6,000,000
units, consisting of
       one share of common stock and 6,000,000 shares of common stock
underlying the
       warrants included in the units, with a potential initial price of $10.00
per unit. Please
       reconcile the maximum aggregate offering price in your filing fee table
with the aggregate
       offering value disclosed in the registration statement.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439
with any other
questions.



                                                             Sincerely,

FirstName LastNameKevin Danahy                               Division of
Corporation Finance
                                                             Office of
Industrial Applications and
Comapany NamePulse Biosciences, Inc.
                                                             Services
April 10, 2024 Page 2
cc:       Adam Finerman, Esq.
FirstName LastName