Amendment: SEC Form SCHEDULE 13D/A filed by Pulse Biosciences Inc
$PLSE
Medical/Dental Instruments
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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Pulse Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
74587B101 (CUSIP Number) |
Adam W. Finerman, Esq. BAKER HOSTETLER LLP, 45 Rockefeller Plaza New York, NY, 10111 (212) 589-4233 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/18/2024 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 74587B101 |
| 1 |
Name of reporting person
Robert W. Duggan | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
48,792,335.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
70.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
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.
SCHEDULE 13D
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| CUSIP No. | 74587B101 |
| 1 |
Name of reporting person
GENIUS 24C INC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
630,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
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.
SCHEDULE 13D
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| CUSIP No. | 74587B101 |
| 1 |
Name of reporting person
Blazon Corporation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
450,189.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
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.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Pulse Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
601 Brickell Key Drive, Suite 1080, Miami,
FLORIDA
, 33131. | |
Item 1 Comment:
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. | Source and Amount of Funds or Other Consideration | |
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. | Interest in Securities of the Issuer | |
| (a) | 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% | |
| (b) | 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 | |
| (c) | 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
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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