UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
February 9, 2022
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Pulse Biosciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
| 001-37744 |
| 46-5696597 |
(State or other jurisdiction of incorporation) |
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3957 Point Eden Way
Hayward, California 94545
(Address of principal executive offices) (Zip code)
(510) 906-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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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):
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| 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:
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Title of each class |
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| Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
| PLSE |
| The Nasdaq Stock Market |
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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 15, 2022, Pulse Biosciences, Inc. announced the appointment of Kevin Danahy to the newly created role of Chief Commercial Officer, effective February 14, 2022. In connection with his appointment, Mr. Danahy and the Company entered into an Employment Agreement dated as of February 9, 2022. Mr. Danahy’s agreement provides that he will receive an annual base salary of $395,000, an annual target bonus of up to 50%, plus benefits consistent with the Company’s employment practices. In accordance with his agreement, on February 14, 2022, Mr. Danahy was issued options to acquire up to 300,000 shares of the Company’s common stock pursuant to an award agreement and the Company’s 2017 Inducement Equity Incentive Plan. These stock options have an exercise price of $6.41 per share, the closing price of the Company’s common stock on February 14, 2022, and are subject to a mix of time-based and performance-based vesting criteria over four years, subject to Mr. Danahy’s continued employment with Pulse Biosciences.
ITEM 8.01. OTHER EVENTS
On February 15, 2022, Pulse Biosciences, Inc. issued a press release announcing its appointment of Kevin Danahy to the newly created role of Chief Commercial Officer. A copy of this press release is attached as Exhibit 99.1 and incorporated herein by this reference.
This information, as well as Exhibit 99.1, is intended to be furnished under Items 5.02 and 8.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(d) |
| Exhibits. | ||
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Exhibit No. |
| Description | ||
| Press Release issued by Pulse Biosciences, Inc. dated February 9, 2022. | |||
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||
SIGNATURES
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 hereunto duly authorized.
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| PULSE BIOSCIENCES, INC. | |
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| By: | /s/ Sandra A. Gardiner |
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| Sandra A. Gardiner Chief Financial Officer, Executive Vice President of Finance and Administration, and Treasurer (Principal Financial and Accounting Officer) |
Date: February 15, 2022
Pulse Biosciences Announces the Appointment of Kevin Danahy as Chief Commercial Officer
HAYWARD, Calif. [Business Wire] – February 9, 2022. Pulse Biosciences, Inc. (Nasdaq: PLSE), a novel bioelectric medicine company commercializing the CellFX® System powered by Nano-Pulse Stimulation™ (NPS™) technology, today announced the appointment of Kevin Danahy to the newly created role of Chief Commercial Officer.
“As an industry veteran, Kevin has a proven track record of building exceptional commercial teams and implementing strategies to drive market penetration and significant growth with new medical technologies across a variety of medical disciplines,” said Darrin Uecker, President and CEO of Pulse Biosciences. “His broad experience selling complex novel platform technologies makes Kevin uniquely qualified to take on the Chief Commercial Officer role at Pulse Biosciences as we grow the CellFX System business in dermatology and expand into new applications and markets. We are delighted to welcome Kevin to the Pulse Biosciences team and look forward to the impact he will have on expanding the commercial footprint for the CellFX System.”
Mr. Danahy has more than 20 years of senior management experience building and managing strategic commercial organizations for medical technology companies. Most recently, Mr. Danahy served as President of Solmetex, driving revenue growth for the company through the implementation of innovative and scalable solutions, while overseeing strategy, sales, marketing, operations, engineering, and service efforts. Previously, at Zimmer Biomet, Mr. Danahy held roles of increasing responsibility, most recently as Vice President of Global Emerging Technologies and Specialty Sales. Before his time at Zimmer, Mr. Danahy served as Sr. Director at Intuitive Surgical, where he successfully transformed the sales leadership training program. Early in his career, he served in commercial leadership roles at both Medtronic and Johnson & Johnson. Mr. Danahy received a Master’s of Science from Tufts University.
“It is a privilege to take on the role of CCO at such a transformational time for Pulse Biosciences. This team has done an incredible job developing a novel technology platform at the intersection of healthcare and technology that can address the needs of a broad patient population,” said Kevin Danahy, Chief Commercial Officer of Pulse Biosciences. “I believe Pulse Bioscience’s proprietary NPS technology delivered by the CellFX System has the power to improve the lives of patients across aesthetics, dermatology and other medical specialties, and I’m excited to be a part of the next phase in the Company’s growth.”
Inducement Awards
In connection with his appointment as Chief Commercial Officer, Mr. Danahy has been granted stock options to purchase an aggregate of 300,000 shares of Company common stock. The Company’s independent compensation committee approved the award as an inducement material to Mr. Danahy’s employment in accordance with Nasdaq Listing Rule 5635(c)(4). The stock options will have an exercise price per share equal to the closing price of the Company’s common stock on February 14, 2022 and will be subject to a mix of time-based and performance-based vesting criteria over four years, subject to Mr. Danahy’s continued employment with Pulse Biosciences.
About Pulse Biosciences®
Pulse Biosciences is a novel bioelectric medicine company committed to health innovation that has the potential to improve the quality of life for patients. The Company’s proprietary Nano-Pulse Stimulation technology delivers nano-second pulses of electrical energy to non-thermally clear cells while sparing adjacent non-cellular tissue. The CellFX® System is the first commercial product to harness the distinctive advantages of NPS technology to treat a variety of applications for which an optimal solution remains unfulfilled. The initial commercial use of the CellFX System is to address a range of dermatologic conditions that share high demand among patients and practitioners for improved dermatologic outcomes. Designed as a multi-application platform, the CellFX System offers customer value with a utilization-based revenue model. Visit pulsebiosciences.com to learn more.
To stay informed about the CellFX System, please visit CellFX.com and sign-up for updates.
Pulse Biosciences, CellFX, Nano-Pulse Stimulation, NPS and the stylized logos are among the trademarks and/or registered trademarks of Pulse Biosciences, Inc. in the United States and other countries.
Forward-Looking Statements
All statements in this press release that are not historical are forward-looking statements, including, among other things, statements relating to Pulse Biosciences’ expectations regarding its ongoing discussions with the FDA about the Company’s sebaceous hyperplasia clinical study and its ability to address the FDA’s concerns, statements about the Company’s clinical and regulatory plans, including statements about potential future regulatory clearances more generally, statements relating to the effectiveness of the Company’s NPS technology and the CellFX System to improve patient outcomes, statements relating to the Company’s current and planned future clinical studies, including the Company’s ability to execute such studies, and the anticipated results of any such studies, statements relating to the Company’s pipeline of product candidates, market opportunities and commercial plans, as well as other future events. These statements are not historical facts but rather are based on Pulse Biosciences’ current expectations, estimates, and projections regarding its business, operations and other similar or related factors. Words such as “may,” “will,” “could,” “would,” “should,” “anticipate,” “predict,” “potential,” “continue,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” and other similar or related expressions are used to identify these forward-looking statements, although not all forward-looking statements contain these words. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties, and assumptions that are difficult or impossible to predict and, in some cases, beyond Pulse Biosciences’ control. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described in Pulse Biosciences’ filings with the U.S. Securities and Exchange Commission. Pulse Biosciences undertakes no obligation to revise or update information in this release to reflect events or circumstances in the future, even if new information becomes available.
Contacts
Investors:
Pulse Biosciences
Sandra Gardiner, EVP and CFO
510.241.1077
IR@pulsebiosciences.com
or
Gilmartin Group
Philip Trip Taylor
415.937.5406
philip@gilmartinir.com
Media:
Tosk Communications
Nadine D. Tosk
504.453.8344
nadinepr@gmail.com or
press@pulsebiosciences.com