PULSE BIOSCIENCES, INC.
For the period ended Sep 30, 2025. Filed Sep 3, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Sep 30, 2025 · Filed Sep 3, 2025
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Contents
PROPOSAL
PROPOSAL 2
RATIFICATION OF THE GRANT OF OPTIONS TO ACQUIRE COMMON STOCK GRANTED TO AN EXECUTIVE AND CERTAIN DIRECTORS AND CONSULTANTS OF THE COMPANY PURSUANT TO THE EQUITY PLAN
In order to reward an executive and certain directors of the Company for their service as members of the Board’s newly establish Strategic Advisory Committee and to further incentivize each of these directors to continue rendering beneficial service to the Company as either both a member of the Board and as a member of the Strategic Advisory Committee or, in the case of Mr. LaViolette, our Chief Executive Officer, as both a member of the Board and as an executive officer, the Compensation Committee of the Board on August 9, 2024, upon changing the Company’s Outside Director Compensation Policy, approved the grant of stock options to the three members of the Strategic Advisory Committee to purchase, in aggregate, up to 600,000 shares of Common Stock, at a price of $15.65 per share, subject to the ratification of these awards by stockholders and approval of Proposal 1. At the time of the grant, Mr. LaViolette was not yet an executive officer of the Company. Thereafter, as of January 21, 2025, the Compensation Committee of our Board approved the grant of stock options to three of the Company’s key consultants, clinicians who are services as the Company’s acting medical officers in their respective medical fields, to purchase, in aggregate, up to 500,000 shares of Common stock, at a price of $19.58 per share, subject to the ratification of these awards by stockholders and approval of Proposal 1.
Unless both Proposal 1 is approved and Proposal 2 is ratified, the awards for 600,000 shares granted on August 9, 2024 and the awards for 500,000 shares granted on January 21, 2025 (collectively, the “Awards”) will be void.
If approved at the Special Meeting, the Awards shall: (i) be non-qualified options to purchase shares of Common Stock in the numbers set forth below, (ii) have the exercise prices indicated below, which were the Fair Market Value (as defined in the Equity Plan) of the Common Stock as of August 9, 2025 and January 21, 2025, respectively, (iii) have a ten year term, and (iv) vest according to the following vesting terms:
| Name and Position | Number of Options to Purchase shares of Common Stock | Exercise Price per Share | Vesting Provisions |
|---|---|---|---|
| Reporting Executive and/or Director | |||
| Paul A. LaViolette | 200,000 | $15.65 | (1) |
| Manmeet S. Soni | 200,000 | $15.65 | (1) |
| Mahkam Zanganeh | 200,000 | $15.65 | (1) |
| KOL Clinical Consultants | |||
| Consultant #1 | 100,000 | $19.58 | Shares will vest over 4-year period, with 25% vesting on each anniversary |
| Consultant #2 | 100,000 | $19.58 | (2) |
| Consultant #3 | 300,000 | $19.58 | (3) |
| Total | 1,100,000 | ||
| (1) | These awards will vest and, if applicable, become exercisable, as follows: one fourth (1/4th) of the shares subject to these awards will vest on the date of the Company’s next annual meeting following the award recipient’s election or appointment to the Strategic Advisory Committee and the remaining three fourths (3/4ths) of the shares subject to these awards will vest on a monthly basis thereafter, with one thirty-sixth (1/36th) of the shares vesting on each monthly anniversary after the initial vesting date, subject to the director continuing to serve as a member of the Strategic Advisory Committee through each vesting date. |
| (2) | This award will vest and, if applicable, become exercisable, as follows: (i) 1/2 of these shares (50,000 option shares) will vest when the Company has had a market capitalization of not less than $4b for 270 consecutive calendar days, and (ii) 1/2 of these shares (50,000 option shares) will vest when the Company has had a market capitalization of not less than $5b for 270 consecutive calendar days. |
| (3) | This award will vest and, if applicable, become exercisable, as follows: (a) 2/3 of the option shares subject to the option (200,000 option shares) will vest as follows: 25% (50,000 option shares) will vest on the first anniversary of the consultant’s start date and thereafter the remaining option shares (150,000 option shares) will vest in equal amounts on an annual basis over the three year period starting with the first anniversary of his start date, and (b) 1/3 of the option shares subject to the option (100,000 option shares) will vest as follows: (i) 1/2 of these shares (50,000 option shares) will vest when the Company has had a market capitalization of not less than $4b for 270 consecutive calendar days, and (ii) 1/2 of these shares (50,000 option shares) will vest when the Company has had a market capitalization of not less than $5b for 270 consecutive calendar days. |
As of August 1, 2024, before the grant of the first three Awards, 655,907 shares of Common Stock remained available for issuance under the Equity Plan. As of August 25, 2025, zero shares of Common Stock remain available for issuance under the Equity Plan.
If Proposal 1 and Proposal 2 are approved, we anticipate the pool of available shares under the Equity Plan will consist of approximately 250,000 shares at the end of the third quarter of 2025.
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