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. 14)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)

December 12, 2023

(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) 37,975,319 Shares, including 147,506 Shares underlying certain options, (ii) 492,069 Shares held by Genius Inc, and (iii) 351,565 Shares held by Blazon Corporation. This does not include options which are not exercisable in 60 days from the date hereof.

The following constitutes Amendment No. 14 to the Schedule 13D filed by the undersigned (the “Amendment No. 14”). This Amendment No. 14 amends the Schedule 13D as specifically set forth herein.

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

The aggregate purchase cost of the 36,984,179 Shares owned directly by Mr. Duggan is approximately $278,910,991, including brokerage commissions. Such Shares were acquired with personal funds. Mr. Duggan received his 147,506 stock options in connection with his service on the board of directors of the Issuer. The aggregate purchase cost of the 492,069 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 $4,471,896, including brokerage commissions. Such Shares were acquired with working capital. The aggregate purchase cost of the 351,565 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 $3,248,715, including brokerage commissions. Such Shares were acquired with working capital.

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 55,080,527 Shares outstanding as of November 15, 2023, as reported in the Company’s definitive Proxy Statement filed with the SEC on November 27, 2023.

*Purchased pursuant to the exercise of stock options.

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: December 14, 2023