SEC Form SC 13D/A filed by Pulse Biosciences, Inc (Amendment)
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. 10)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.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 30, 2021
(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).
CUSIP No. 74587B 10 1
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| ROBERT W. DUGGAN | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| PF | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| U.S.A | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 15,196,495* | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 15,196,495* | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 15,196,495* | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 51.2%* | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| IN | |||||||||||||||||||
* Represents (i) 14,708,561 Shares, (ii) 157,915 Shares underlying options exercisable within 60 days hereof, held by Mr. Duggan and (iii) 330,019 Shares held by Genius Inc.
| 2 |
CUSIP No. 74587B 10 1
| 1 | NAME OF REPORTING PERSON | ||||||||||||||||||
| GENIUS INC. | |||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ | |||||||||||||||||
| (b) ☐ | |||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||
| 4 | SOURCE OF FUNDS | ||||||||||||||||||
| WC | |||||||||||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) | ☐ | |||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||
| DELAWARE | |||||||||||||||||||
| NUMBER OF | 7 | SOLE VOTING POWER | |||||||||||||||||
| SHARES | |||||||||||||||||||
| BENEFICIALLY | 330,019 | ||||||||||||||||||
| OWNED BY | 8 | SHARED VOTING POWER | |||||||||||||||||
| EACH | |||||||||||||||||||
| REPORTING | - 0 - | ||||||||||||||||||
| PERSON WITH | 9 | SOLE DISPOSITIVE POWER | |||||||||||||||||
| 330,019 | |||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||
| - 0 - | |||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||
| 330,019 | |||||||||||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ☐ | |||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||
| 1.1% | |||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||
| CO | |||||||||||||||||||
| 3 |
CUSIP No. 74587B 10 1
The following constitutes Amendment No. 10 to the Schedule 13D filed by the undersigned (the “Amendment No. 10”). This Amendment No. 10 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 in its entirety to read as follows:
The aggregate purchase cost of the 14,332,496 Shares owned directly by Mr. Duggan is approximately $183,176,395, including brokerage commissions. 376,065 Shares owned by Mr. Duggan were acquired through the exercise of Warrants owned by Mr. Duggan, which were acquired in connection with the Offering. Such Shares and such Warrants were acquired with personal funds. Mr. Duggan received his stock options in connection with his service on the board of directors of the Issuer (the “Board”). 3,048,780 Shares (the “Private Placement Shares”) owned by Mr. Duggan were acquired pursuant to a Securities Purchase Agreement (the “Purchase Agreement”). Under the Purchase Agreement, the Issuer agreed to issue and sell to Mr. Duggan the Private Placement Shares in a private placement (the “Private Placement”), at a price per share of $16.40, the last reported sale price of the Issuer’s Shares on June 30, 2021, the immediately preceding trading day. The Private Placement Shares were paid for through (i) the conversion of $41 million aggregate principal amount, together with all accrued and unpaid interest outstanding, pursuant the Loan Agreement, and (ii) cash in the amount of approximately $8.4 million.
The aggregate purchase cost of the 321,805 Shares owned by Genius Inc., which Mr. Duggan is the sole shareholder of and may be deemed to be beneficially owned by Mr. Duggan, is approximately $4,139,693, including brokerage commissions. 8,214 Shares owned by Genius Inc. were acquired through the exercise of Warrants owned by Genius Inc., which were acquired in connection with the Offering. Such Shares and such Warrants were acquired with working capital.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a)-(c) are hereby amended and restated in its entirety to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based upon (a) 29,509,133 Shares outstanding, which is the total number of Shares outstanding as of April 30, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2021, plus the Shares acquired by the Reported Person and reported hereby and (b) with respect to Mr. Duggan, 157,915 Shares underlying certain options exercisable within sixty days hereof.
| A. | Genius Inc. |
| (a) | As of the close of business on July 2, 2021, Genius Inc. beneficially owned 330,019 Shares. |
Percentage: Approximately 1.1%
| (b) | 1. Sole power to vote or direct vote: 330,019 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 330,019 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Genius Inc. has not entered into any transactions in the Shares during the past sixty days. |
| 4 |
CUSIP No. 74587B 10 1
| B. | Mr. Duggan |
| (a) | As of the close of business on July 2, 2021, Mr. Duggan directly owned 14,866,476 Shares, including 157,915 Shares underlying options exercisable within sixty days hereof. In addition, as the sole shareholder of Genius Inc., Mr. Duggan may be deemed the beneficial owner of the 330,019 Shares owned by Genius Inc. |
Percentage: Approximately 51.2%
| (b) | 1. Sole power to vote or direct vote: 15,196,495 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 15,196,495 4. Shared power to dispose or direct the disposition: 0 |
| (c) | Schedule A annexed hereto lists all transactions in the Shares of the Issuer by the Reporting Person since the filing of Amendment No. 9 to the Schedule 13D. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. |
Item 6 is hereby amended to add the following:
On June 30, 2021, Mr. Duggan and the Issuer entered into the Purchase Agreement. Under the Purchase Agreement, the Issuer agreed to issue and sell the Private Placement Shares to Mr. Duggan in the Private Placement. The Private Placement Shares were paid for through (i) the conversion of $41 million aggregate principal amount, together with all accrued and unpaid interest outstanding, pursuant the Loan Agreement, and (ii) cash in the amount of approximately $8.4 million. Upon closing of the Private Placement and satisfaction of the outstanding debt, the Loan Agreement will terminate, without early termination fees or penalties being owed by the Issuer, and no additional amounts will be owed to Mr. Duggan under the Loan Agreement.
The foregoing descriptions of the Purchase Agreement and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Purchase Agreement attached hereto as Exhibit 99.1, and incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits. |
| 99.1 | Securities Purchase Agreement, dated June 30, 2021, by and between the Issuer and the Reporting Person (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on July 1, 2021). |
| 5 |
CUSIP No. 74587B 10 1
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 2, 2021
| GENIUS INC. | |||
| By: |
/s/ Kathryn Zwan | ||
| Name: | Kathryn Zwan | ||
| Title: | Chief Financial Officer | ||
|
/s/ Robert W. Duggan | |||
| Robert W. Duggan | |||
| 6 |
CUSIP No. 74587B 10 1
SCHEDULE A
Transactions in the Securities of the Issuer Since the Filing of Amendment No. 9 to the Schedule 13D
|
Class of Security |
Securities Purchased/(Sold) |
Price |
Date of Transaction |
| Purchase of Common Stock | 3,048,780 | $16.40 | 06/30/2021 |