Pulse Biosciences Inc filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

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Date of Report (Date of Earliest Event Reported): January 9, 2025

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

The Board of Directors of Pulse Biosciences, Inc. (the “Company”) has appointed Paul A. LaViolette, current Co-Chairman of the Board, as Chief Executive Officer and President of the Company, effective as of January 9, 2025 (the “Start Date”).  In connection with his appointment, Mr. LaViolette will also serve as the Company’s principal executive officer and principal financial officer.

 

Mr. LaViolette has significant experience as a large-scale operator at global healthcare corporations as well as a leader to a diverse group of innovative medical technology startups as a venture investor and board member. As a Managing Partner at SV Health Investors, Mr. LaViolette invested in numerous portfolio companies and remains active on the Board of Directors of certain SV Health Investors portfolio companies. Before his investing career, he served in various executive capacities at Boston Scientific Corporation for 15 years, including as Chief Operating Officer; Group President, Cardiovascular; President, Cardiology; Group President, Endosurgery; and President, International. Prior to Boston Scientific, he also served as President, Cardiology, for CR Bard and various marketing roles at Kendall (Medtronic).

 

Mr. LaViolette is currently a director of Edwards Lifesciences and Chairman of the Innovation Advisory Board at Mass General Brigham. Mr. LaViolette received his bachelor’s degree in psychology from Fairfield University and his Master of Business Administration from Boston College.

 

There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company and Mr. LaViolette. Mr. LaViolette was not selected to serve as the Company’s Chief Executive Officer pursuant to any arrangement or understanding with any person.

 

 

In connection with Mr. LaViolette’s appointment as Chief Executive Officer and President, the Company and Mr. LaViolette entered into an Employment Agreement, dated January 9, 2025 (the “Employment Agreement”), pursuant to which Mr. LaViolette will serve as the Company’s Chief Executive Officer and President. The material terms and conditions of the Employment Agreement are summarized below.

 

Mr. LaViolette’s Employment Agreement has no specific term and constitutes at-will employment. His current annual base salary is $725,000 and he is eligible for an annual target bonus equal to 70% of his annual base salary, subject to achievement of performance objectives set by the Company. Mr. LaViolette is also eligible to participate in employee benefit plans maintained from time to time by the Company of general applicability to other senior executives.

 

In connection with his appointment, the Company awarded Mr. LaViolette stock options (the “Options”) to purchase up to 1,500,000 shares of the Company’s common stock, with an exercise price of $18.43 per share, the closing price of the Company’s common stock on January 8, 2025, the last trading day preceding Mr. LaViolette’s employment start date and date of grant. The awards were made pursuant to the terms and conditions of the Company’s Amended and Restated 2017 Equity Incentive Plan. The Options will have a ten-year term and will vest as follows:  Subject to certain accelerated vesting provisions as described in the Employment Agreement, (i) up to 30% of the option shares subject to the Options (equal to 450,000 option shares) will vest over four years as follows: 75% (equal to 337,500 option shares) will vest on the third anniversary of the Start Date and the remaining 112,500 option shares will vest on the fourth anniversary of the Start Date; (ii) 30% of the option shares subject to the Start Date Option (equal to 450,000 options shares) will vest based upon the achievement of the following performance objectives:

 

(iii) 40% of the options shares subject to the Start Date Option (600,000 option shares) will vest based upon the achievement of the following performance objectives:

 

 

Mr. LaViolette has also entered into the Company’s standard inventions assignment, confidentiality and non-competition agreement and its standard indemnification agreement for officers and directors.

 

The forgoing description of the Employment Agreement is not complete and is subject to, and qualified in its entirety by, reference to the Employment Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1, and the terms of which are incorporated by reference herein.

 

 

On January 10, 2025, the Company issued a press release announcing the appointment of Mr. LaViolette as Chief Executive Officer and President. A copy of the Company's press release is attached as Exhibit 99.1.

 

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

 

(d) Exhibits

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.