Pulse Biosciences Acquires Lumina Health for $10M

TL;DR

Pulse Biosciences is buying Lumina Health for $10M cash and stock, closing Q4 2024.

AI Summary

Pulse Biosciences, Inc. announced on August 9, 2024, that it has entered into a definitive agreement to acquire all outstanding equity interests of Lumina Health, Inc. for approximately $10.0 million in cash and stock. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition aims to expand Pulse Biosciences' product portfolio and market reach in the health and wellness sector, potentially driving future revenue growth.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges, potential overpayment, and failure to achieve expected synergies.

Key Numbers

• $10.0M — Acquisition Value (Total consideration for Lumina Health, Inc.)
• Q4 2024 — Expected Closing (Anticipated timeframe for the acquisition to be finalized.)

Key Players & Entities

• Pulse Biosciences, Inc. (company) — Acquiring company
• Lumina Health, Inc. (company) — Acquired company
• $10.0 million (dollar_amount) — Acquisition price
• August 9, 2024 (date) — Announcement date
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.001 — nge on Which Registered Common stock , $0.001 par value per share PLSE The Nasdaq
• $15.65 — 's common stock, with a strike price of $15.65 per share, pursuant to the terms of the
• $55,000 — igible to receive an annual retainer of $55,000; the non-Chair members of the Strategi
• $75,000 — eceive an additional annual retainer of $75,000, $13,000, $7,500, and $5,500, respectiv
• $13,000 — additional annual retainer of $75,000, $13,000, $7,500, and $5,500, respectively, for
• $7,500 — al annual retainer of $75,000, $13,000, $7,500, and $5,500, respectively, for their se
• $5,500 — tainer of $75,000, $13,000, $7,500, and $5,500, respectively, for their service on eac
• $26,000 — eceive an additional annual retainer of $26,000, $15,300, and $11,000, respectively, fo
• $15,300 — additional annual retainer of $26,000, $15,300, and $11,000, respectively, for their l
• $11,000 — nnual retainer of $26,000, $15,300, and $11,000, respectively, for their leadership on
• $44,000 — eceive an additional annual retainer of $44,000; and the Lead Independent Director of
• $80,000 — eceive an additional annual retainer of $80,000. Partial periods will be prorated. The

Filing Documents

• plse20240614_8k.htm (8-K) — 40KB
• ex_688450.htm (EX-99.1) — 22KB
• ex_712648.htm (EX-99.2) — 9KB
• 0001437749-24-026060.txt ( ) — 215KB
• plse-20240812.xsd (EX-101.SCH) — 3KB
• plse-20240812_def.xml (EX-101.DEF) — 11KB
• plse-20240812_lab.xml (EX-101.LAB) — 15KB
• plse-20240812_pre.xml (EX-101.PRE) — 11KB
• plse20240614_8k_htm.xml (XML) — 3KB

02

Item 2.02 Results of Operations and Financial Condition. On August 12, 2024, Pulse Biosciences, Inc. (the "Company") announced certain financial and operational results for the fiscal quarter ended June 30, 2024. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference. This information, as well as Exhibit 99.1, is intended to be furnished 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 filing.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Election of Director; Appointment of Member to Audit Committee, Corporate Governance and Nominating Committee, and newly created Strategic Advisory Committee On August 9, 2024, the Board of Directors of Pulse Biosciences, Inc. (the "Company") elected Paul A. LaViolette to serve as a member of the Company's Board of Directors (the "Board"). Mr. LaViolette will serve until his term expires at the annual meeting of stockholders to be held in 2025 and until his successor is elected and qualified or until his earlier death, resignation or removal. In addition, the Board appointed Robert W. Duggan and Mr. LaViolette to serve as Co-Chairmen of the Board and appointed Mr. LaViolette to serve on the Board's Audit Committee and Corporate Governance and Nominating Committee and to serve as Chairman of the Board's newly created Strategic Advisory Committee. On August 9, 2024, the Board established the Strategic Advisory Committee, as its fourth standing committee, to assist in the Board's oversight of the Company's corporate initiatives, objectives and strategies, including the Company's evaluation of financing, partnering and licensing opportunities, and the Board also appointed Directors Mahkam Zanganeh and Manmeet Soni as members of the Strategic Advisory Committee. Mr. LaViolette brings 40 years of experience in global medical technology, operating leadership and investing. He is currently the Managing Partner and Chief Operating Officer of SV Health Investors LLC, a specialist healthcare fund management company. Previously, Mr. LaViolette held various positions during his 15 years with Boston Scientific Corporation ("BSC"), including Chief Operating Officer, President, Cardiology and President, international. While at BSC, he integrated dozens of acquisitions and led extensive product development, operations, an

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press Release issued by Pulse Biosciences, Inc. dated August 12, 2024 - Business Update and Quarterly Results 99.2 Press Release issued by Pulse Biosciences, Inc. dated August 12, 2024 - Board Appointment 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: August 12, 2024 By: /s/ Burke T. Barrett Burke T. Barrett President and Chief Executive Officer (Principal Executive and Principal Financial Officer)

View Full Filing

View this 8-K filing on SEC EDGAR