PULSE BIOSCIENCES, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits - Insurance News | InsuranceNewsNet

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June 3, 2022 Newswires
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PULSE BIOSCIENCES, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

Edgar Glimpses

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Pulse Biosciences, Inc. (the "Company") has determined not to renew its
directors and officers liability insurance policies this year due to
disproportionately high premiums quoted by insurance companies. Instead, Robert
W. Duggan
, chairman of the Company's board of directors (the "Board"), and the
Company have entered into a letter agreement, dated May 31, 2022 (the "Letter
Agreement") pursuant to which Mr. Duggan has agreed with the Company to
personally provide "Side A only" indemnity coverage for a one-year period, and
he has agreed to deposit cash and/or marketable securities into a third party
escrow, as security for these obligations, if requested by the Company.

To the extent permissible by law and pursuant to the terms of the Letter
Agreement, the Company will pay to Mr. Duggan a fee of $978,000 on May 31, 2023,
the last day of the one-year period, in consideration of his obligations under
the Letter Agreement. Based on the terms quoted by insurance companies, the
Company estimates that the total cost to the Company, including insurance
premiums, broker fees and any financing of these costs would have been in excess
of $1.1 million. "Insured Persons," as defined by certain of the Company's prior
insurance policies, including the Company's past, present and future officers
and directors, are third-party beneficiaries under the Letter Agreement. The
Letter Agreement also provides for an expedited dispute resolution process.

The foregoing description of the terms of the Letter Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Letter Agreement, a copy of which, unless superseded, will be filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending
June 30, 2022.



ITEM 8.01. OTHER EVENTS.

On June 3, 2022, the Company issued a press release announcing the preliminary
results of its previously announced rights offering.

As of May 26, 2022, the final Expiration Date of the offering, eligible
stockholders had subscribed to purchase approximately 7.3 million units, at a
price of $2.05 per unit, with each unit consisting of one share of Company
common stock and a warrant to purchase one share of Company common stock at an
exercise price of $2.05. The Company expects to receive aggregate gross proceeds
from the offering of $15 million. In the offering, Mr. Duggan, the Company's
Board Chairman and majority stockholder, exercised both his basic and
oversubscription rights. Once final subscriptions have been tabulated and
confirmed by DTC, the Company expects to issue approximately 7.3 million shares
in aggregate to all participating stockholders in the offering, including
approximately 5.8 million shares in aggregate to Mr. Duggan and his wholly-owned
company, Genius Inc., which will bring Mr. Duggan's current beneficial ownership
in the Company to approximately 56%.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

     (d)                                  Exhibits.

 Exhibit No.                              Description
    99.1                                    Press Release issued by Pulse Biosciences,
                                          Inc. dated June 3, 2022
     104                                  Cover Page Interactive Data File (embedded
                                          within the Inline XBRL document)



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