PULSE BIOSCIENCES, INC.

PROPOSAL 1

AMENDMENT TO THE PULSE BIOSCIENCES, INC. 2017 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK AND TO CHANGE THE DEFINITION OF“CONSULTANT”

Our Board of Directors has unanimously adopted, and is submitting for stockholder approval, an amendment to the Pulse Biosciences, Inc. 2017 Equity Incentive Plan (the “Equity Plan” and, as amended by the Plan Amendment, the “Amended Plan”) to (i) increase the number of shares of our Common Stock authorized for issuance under the Equity Plan by 2,000,000 shares to continue to meet our compensation goals for current and future years and to provide sufficient authorized shares available under the Equity Plan for the grant of the Awards and (ii) change the definition of “Consultant” in the Equity Plan to allow the Company to grant equity awards to employees engaged by the Company through an employer of record. The Board of Directors believes that the success of the Company is largely dependent on its ability to attract, retain and motivate highly-qualified employees and non-employee directors, and that by continuing to offer them the opportunity to acquire or increase their proprietary interest in the Company, the Company will enhance its ability to attract, retain and motivate such persons.

As of August 25, 2025, there were 67,295,847 shares of our Common Stock issued and outstanding and there were zero shares of our Common Stock available for issuance under the Equity Plan (or zero shares available for issuance). As of August 25, 2025, there were also options outstanding to purchase 1.1 million shares of our common stock held by an executive and certain directors and consultants which are subject to future stockholder approval. Accordingly, our Board of Directors has determined that there are not sufficient shares of common stock available under the Equity Plan to support the Company’s intended compensation programs over the next several years.

On May 26, 2025, subject to stockholder approval, our Board of Directors approved the Plan Amendment described in this Proposal 1, and our Board of Directors is now submitting the Plan Amendment attached to this Proxy Statement as Annex A for stockholder approval. As proposed for approval, the Plan Amendment will increase the number of shares of our Common Stock issuable under the Equity Plan by 2,000,000 shares and it will change the definition of “Consultant” to read as follows:

“Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render bona fide services to such entity, or engaged by a third party, such as a third-party payrolling service or employer of record, to render bona fide services to the Company or a Parent or Subsidiary, provided the services (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act.

As described more fully below, we consider equity compensation to be a key component of our compensation structure. The closing sale price of our Common Stock quoted on the NASDAQ Global Market on August 25, 2025, was $16.49 per share.