false 0001625101 0001625101 2023-05-25 2023-05-25
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): May 25, 2023
 
Pulse Biosciences, Inc.
(Exact Name of Registrant as Specified in Its Charter)
     
Delaware
001-37744
46-5696597
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
3957 Point Eden Way 
Hayward, California 94545
(Address of Principal Executive Offices) (Zip Code)
 
510-906-4600
(Registrant’s Telephone Number, Including Area Code)
 
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
 
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:
 
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common stock, $0.001 par value 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 May 25, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Director Mitchell E. Levinson did not stand for reelection at the Annual Meeting, however he continues to serve as the Company’s Chief Strategy Officer. The decision not to stand for reelection was not attributable to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
 
ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
 
On May 25, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was a virtual meeting held via live audio webcast. The stockholders of the Company voted on the following items at the Annual Meeting:
 
 
1.
to elect six directors to hold office until the Company’s 2024 annual meeting and until their successors are duly elected and qualified, subject to their earlier resignation or removal; and
 
 
2.
to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
 
The voting results for each of these proposals are detailed below:
 
 
1.
Election of Directors
 
Nominee For Against Abstained Broker Non-votes
Robert W. Duggan 22,304,832 1,000,283 239,290 8,561,105
Manmeet S. Soni 23,260,064 271,819 12,522 8,561,105
Shelley D. Spray 23,263,329 268,572 12,504 8,561,105
Darrin R. Uecker 23,239,193 271,552 33,660 8,561,105
Richard A. van den Broek 23,260,555 271,269 12,581 8,561,105
Mahkam Zanganeh, D.D.S. 23,259,164 272,463 12,778 8,561,105
 
 
Each director nominee was duly elected to serve until the Company’s 2024 Annual Meeting and until his or her successor is duly elected and qualified.
 
 
2.
Ratification of Appointment of Independent Registered Public Accounting Firm
 
For Against Abstained Broker Non-votes
31,954,248 30,787 120,475 N/A
 
The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
 
 
 
 
SIGNATURE
 
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.
 
 
PULSE BIOSCIENCES, INC.
  
     
     
Date: May 30, 2023
By:
/s/ Kevin P. Danahy
  
   
Kevin P. Danahy
  
   
Chief Executive Officer
(Principal Executive and Principal Financial Officer)