Amendment: SEC Form SC 13D/A filed by Pulse Biosciences Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 15)¹

Pulse Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74587B 10 1

(CUSIP Number)

ADAM W. FINERMAN, ESQ.

BAKER HOSTETLER LLP

45 Rockefeller Plaza

New York, New York 10111

(212) 589-4233

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

July 3, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

¹ The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Represents (i) 42,172,003 Shares, including (a) 183,100 Shares underlying certain options and (b) 5,187,824 Shares underlying Warrants (as defined and described in Item 4) each exercisable within 60 days hereof, held by Mr. Duggan, (ii) 561,089 Shares held by Genius 24C Inc d/b/a Genius Inc, including 69,020 Shares underlying Warrants and (iii) 400,877 Shares held by Blazon Corporation, including 49,312 Shares underlying Warrants. This does not include options which are not exercisable in 60 days from the date hereof.

* Represents 561,089 Shares held by Genius 24C Inc d/b/a Genius Inc, including 69,020 Shares underlying Warrants.

 * Represents 400,877 Shares held by Blazon Corporation, including 49,312 Shares underlying Warrants.

The following constitutes Amendment No. 15 to the Schedule 13D filed by the undersigned (the “Amendment No. 15”). This Amendment No. 15 amends the Schedule 13D as specifically set forth herein.

Item 2 is hereby amended and restated to read as follows:

Mr. Duggan is the sole shareholder and director of Genius and the majority shareholder of Blazon. By virtue of this relationship, Mr. Duggan may be deemed to beneficially own Shares owned by each of Genius and Blazon. Accordingly, the Reporting Persons are filing a joint Schedule 13D.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase cost of the 42,172,003 Shares owned directly by Mr. Duggan is approximately $330,789,231, including brokerage commissions. Such Shares were acquired with personal funds. Mr. Duggan received his 183,100 stock options in connection with his service on the board of directors of the Issuer. The aggregate purchase cost of the 561,089 Shares 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 $5,162,096, including brokerage commissions. Such Shares were acquired with working capital. The aggregate purchase cost of the 400,877 Shares owned by Blazon Corporation, which Mr. Duggan is the majority shareholder of and may be deemed to be beneficially owned by Mr. Duggan, is approximately $3,741,835, including brokerage commissions. Such Shares were acquired with working capital.

Item 4 is hereby amended to add the following:

On July 3, 2024, the Issuer closed its rights offering (the “Offering”) for the sale of 5,999,999 units (the “Units”), at a price of $10.00 per Unit. Each Unit consisted of one share of the Issuer’s common stock, and two warrants, each being a warrant to purchase one-half of one share of common stock (together, the “Warrants”). Each warrant is exercisable for $11.00 per whole share, and is exercisable immediately and will expire on the fifth anniversary of the closing of the rights offering. Half of the Warrants issued in the rights offering are redeemable by the Issuer if the Issuer’s stock trading price exceeds $16.50 for twenty consecutive trading days and the other half of the Warrants issued in the rights offering are redeemable by the Issuer if its stock trading price exceeds $22.00 for twenty consecutive trading days. Mr. Duggan acquired an aggregate of 5,187,824 Units following the exercise of his basic and over-subscription privileges in connection with the Offering. Genius and Blazon Corporation acquired an aggregate of 69,020 Units and 49,312 Units, respectively, following the exercise of its basic and over-subscription privileges in connection with the Offering.

Items 5(a)-(c) are hereby amended to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 61,228,333 Shares outstanding, which is the total number of Shares outstanding as of July 3, 2024, as reported by the Issuer in connection with the closing of the Offering.

Percentage: Approximately 1.0%

Percentage: Approximately 72.9%

                                Percentage: Approximately 0.7%

Effective July 3, 2024, Mr. Duggan acquired an aggregate of 5,187,824 Units for $10.00 per Unit, following the exercise of his basic and over-subscription privileges in connection with the Offering, representing 5,187,824 shares of Common Stock, and Warrants to purchase 5,187,824 shares of Common Stock.

Effective July 3, 2024, Genius and Blazon Corporation acquired an aggregate of 69,020 Units and 49,312 Units, respectively, for $10.00 per Unit, following the exercise of their basic and over-subscription privileges in connection with the Offering, representing 69,020 shares and 49,312 shares of Common Stock, respectively, and Warrants to purchase 69,020 shares and 49,312 shares of Common Stock, respectively

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 8, 2024