Amendment: SEC Form SCHEDULE 13D/A filed by Pulse Biosciences Inc
$PLSE
Medical/Dental Instruments
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
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Pulse Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
74587B101 (CUSIP Number) |
ADAM W. FINERMAN, ESQ.
BAKER HOSTETLER LLP, 45 Rockefeller Plaza
New York, NY, 10111
(212) 589-4233
BAKER HOSTETLER LLP, 45 Rockefeller Plaza
New York, NY, 10111
(212) 589-4233
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/11/2026
(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.
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).
SCHEDULE 13D
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| CUSIP Number(s): | 74587B101 |
| 1 |
Name of reporting person
ROBERT W. DUGGAN | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,706,423.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
71.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
*Represents 49,706,423 shares of Common Stock, including (i) 256,078 shares of Common Stock underlying certain options exercisable within 60 days hereof, held by Mr. Duggan, (ii) 630,109 shares of Common Stock held by Genius 24C Inc d/b/a Genius Inc and (iii) 450,189 shares of Common Stock held by Blazon Corporation. This does not include options which are not exercisable in 60 days from the date hereof. The number of shares of Common Stock beneficially owned by Mr. Duggan reported in the table above does not include shares of Common Stock which are beneficially owned by Mr. Duggan's spouse, Dr. Maky Zanganeh. As spouses, Mr. Duggan and Dr. Zanganeh may be deemed to have acquired beneficial ownership of the securities held by the other spouse upon their marriage on December 18, 2024. Mr. Duggan does not hold any voting or investment power over such securities held by Dr. Zanganeh. Mr. Duggan disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein.
Percent beneficially owned is based on 69,141,378 shares of Common Stock outstanding, consisting of (i) 68,225,067 shares outstanding as disclosed in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on May 11, 2026, (ii) 256,078 shares underlying options that can be exercised by Mr. Duggan within 60 days hereof and (iii) 660,233 shares of Common Stock issued by the Issuer through its at-the-market equity offering program.
SCHEDULE 13D
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| CUSIP Number(s): | 74587B101 |
| 1 |
Name of reporting person
GENIUS 24C INC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
630,109.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Represents 630,109 shares of Common Stock held by Genius 24C Inc d/b/a Genius Inc.
Percent beneficially owned is based on 68,885,300 shares of Common Stock outstanding, consisting of (i) 68,225,067 shares outstanding as disclosed in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on May 11, 2026, and (ii) 660,233 shares of Common Stock issued by the Issuer through its at-the-market equity offering program.
SCHEDULE 13D
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| CUSIP Number(s): | 74587B101 |
| 1 |
Name of reporting person
BLAZON CORPORATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
450,189.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
* Represents 450,189 shares of Common Stock held by Blazon Corporation.
Percent beneficially owned is based on 68,885,300 shares of Common Stock outstanding, consisting of (i) 68,225,067 shares outstanding as disclosed in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on May 11, 2026, and (ii) 660,233 shares of Common Stock issued by the Issuer through its at-the-market equity offering program.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Pulse Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
601 Brickell Key Drive, Suite 1080, Miami,
FLORIDA
, 33131. | |
Item 1 Comment:
The following constitutes Amendment No. 17 to the Schedule 13D filed by the undersigned. This Amendment No. 17 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 to read as follows:
The aggregate purchase cost of the 49,706,423 shares of common stock beneficially owned by Mr. Duggan is approximately $414,666,603 including brokerage commissions. Such shares were acquired with personal funds (with the exception of the 630,109 shares owned Genius 24C Inc d/b/a Genius Inc and the 450,189 shares owned by Blazon Corporation. Mr. Duggan received his 256,078 stock options in connection with his service on the board of directors of the Issuer). The aggregate purchase cost of the 630,109 shares of Common Stock owned by Genius 24C Inc d/b/a Genius Inc ("Genius"), which Mr. Duggan is the sole shareholder of and may be deemed to be beneficially owned by Mr. Duggan, is approximately $5,957,491.56 including brokerage commissions. Such shares were acquired with working capital. The aggregate purchase cost of the 450,189 shares of Common Stock owned by Blazon Corporation ("Blazon"), which Mr. Duggan is the majority shareholder of and may be deemed to be beneficially owned by Mr. Duggan, is approximately $4,284,178.60 including brokerage commissions. Such shares were acquired with working capital. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(c) are hereby amended to read as follows:
The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 68,885,300 shares outstanding consisting of (i) 68,225,067 shares outstanding as disclosed in the Issuer's Proxy Statement filed with the Securities and Exchange Commission on May 11, 2026, and (ii) 660,233 shares of Common Stock issued by the Issuer through its at-the-market equity offering program, and in the case of Mr. Duggan, an additional 256,078 shares underlying options that can be exercised by Mr. Duggan within 60 days hereof.
A. Mr. Duggan
As of the close of business on May 11, 2026, Mr. Duggan beneficially owned 49,706,423 shares of Common Stock, including 256,078 shares underlying certain options exercisable within sixty days hereof. As the sole shareholder of Genius, Mr. Duggan may be deemed the beneficial owner of the 630,109 shares of Common Stock held by Genius. As the majority shareholder of Blazon Corporation, Mr. Duggan may be deemed the beneficial owner of the 450,189 shares of Common Stock held by Blazon.
Percentage: Approximately 71.9%
B. Genius 24C Inc d/b/a Genius Inc
As of the close of business on May 11, 2026, Genius beneficially owned 630,109 shares of Common Stock.
Percentage: Approximately 0.9%
C. Blazon Corporation
As of the close of business on May 11, 2026, Blazon Corporation beneficially owned 450,189 shares of Common Stock.
Percentage: Approximately 0.7% | |
| (b) | Item 5(b) is hereby amended to read as follows:
A. Mr. Duggan:
1. Sole power to vote or direct vote: 49,706,423
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 49,706,423
4. Shared power to dispose or direct the disposition: 0
B. Genius 24C In d/b/a Genius Inc.:
1. Sole power to vote or direct vote: 630,109
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 630,109
4. Shared power to dispose or direct the disposition: 0
C. Blazon Corporation:
1. Sole power to vote or direct vote: 450,189
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 450,189
4. Shared power to dispose or direct the disposition: 0 | |
| (c) | Item 5(c) is hereby amended to read as follows:
The transactions in the shares of Common Stock by the Reporting Persons during the past sixty days are set forth below in the table entitled "Transactions in the Common Stock During the Past Sixty Days."
Transactions in the Common Stock During the Past Sixty Days
Reporting Person Type of Security Securities Purchased / (Sold) Price Per Share($) Date of Purchase / Sale
Mr. Duggan Common Stock 660,233 19.69(1) 5/11/2026
(1) The shares reported herein were acquired through the Company's at-the-market equity offering program established pursuant to that certain Equity Distribution Agreement, dated February 19, 2026, by and between the Company and TD Securities (USA) LLC, as sales agent. The shares were purchased during an open trading window under the Company's Insider Trading Policy and in accordance with applicable securities laws. The shares reported herein were purchased at the prevailing market bid price or higher at the time of sale.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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