EXHIBIT 99.3
FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS
PULSE BIOSCIENCES, INC.
PULSE BIOSCIENCES, INC.
Subscription Rights to Purchase Shares of Common Stock
Offered Pursuant to Subscription Rights
Distributed to Stockholders
of Pulse Biosciences, Inc.
Offered Pursuant to Subscription Rights
Distributed to Stockholders
of Pulse Biosciences, Inc.
[•], 2020
To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees:
This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering by Pulse Biosciences, Inc., a Delaware corporation (“we,” “us,” “our,” or the “Company”), of shares of common stock, pursuant to non-transferable subscription rights distributed to all stockholders of record (the “Recordholders”) of shares of our common stock, par value $0.001 per share (the “Common Stock”), at 5:00 p.m., Eastern Time, on [•], 2020 (the “Record Date”). The subscription rights and Common Stock are described in the prospectus dated [•], 2020 (the “Prospectus”).
In the rights offering, we are offering an aggregate of $30,000,000 of shares of Common Stock, as described in the Prospectus.
The subscription rights will expire if not exercised prior to 5:00 p.m., Eastern Time, on [•], 2020 (the “Expiration Time”).
As described in the Prospectus, each beneficial owner of shares of Common Stock registered in your name or the name of your nominee is entitled to one subscription right for each share of Common Stock (each, a “Basic Subscription Right”) owned by such beneficial owner at 5:00 p.m., Eastern Time, on the Record Date. Each Basic Subscription Right will allow the holder thereof to subscribe for [•] shares of Common Stock at a cash price equal to the lesser of (i) $[•] (the “Initial Price”) and (ii) [•] on the Expiration Time (the “Alternate Price”)For example, if a Recordholder owned [•] shares of Common Stock as of 5:00 p.m., Eastern Time, on the Record Date, it would receive one Basic Subscription Right and would have the right to purchase [•] shares of Common Stock (rounded down to the nearest whole share, with the total subscription payment being adjusted accordingly, as discussed below) at the Initial Price. If, on the Expiration Date, the Alternate Price is lower than the Initial Price, any excess subscription amounts paid by a subscriber (the “Excess Subscription Amount”) will be put towards the purchase of additional shares in the rights offering (either towards the Recordholder’s Basic Subscription Right, if available, or towards the Over-Subscription Right if the Recordholder has already exercised its Basic Subscription Right in full).
In the event that Recordholder purchases all of the shares of Common Stock available to it pursuant to its Basic Subscription Right, Recordholder may also exercise an over-subscription right (the “Over-Subscription Right”, collectively with the Basic Subscription Right, the “Subscription Rights”) to purchase a portion of any shares of Common Stock that are not purchased by other Recordholders through the exercise of their Basic Subscription Rights (the “Unsubscribed Shares”), subject to the availability and pro rata allocation of the Unsubscribed Shares among all persons exercising this Over-Subscription Right. To the extent the Unsubscribed Shares are not sufficient to satisfy all of the properly exercised Over-Subscription Rights, then the Unsubscribed Shares will be prorated among those who properly exercised Over-Subscription Right based on the number of shares each person subscribed for under the Basic Subscription Right. If this pro rata allocation results in any person receiving a greater number of Unsubscribed Shares than the person subscribed for pursuant to the exercise of the Over-Subscription Right, then such person will be allocated only that number of Unsubscribed Shares for which the person oversubscribed, and the remaining Unsubscribed Shares will be allocated among all other persons exercising the Over-Subscription Right on the same pro rata basis described above. The proration process will be repeated until all Unsubscribed Shares have been allocated or all Over-Subscription Rights have been fulfilled, whichever occurs earlier.
Each Recordholder will be required to submit payment in full for all the shares it wishes to buy with its Over-Subscription Right. Because we will not know the total number of Unsubscribed Shares prior to the Expiration Time, if Recordholder wishes to maximize the number of shares Recordholder may purchase pursuant to its Over-Subscription Right, the Recordholder will need to deliver payment in an amount equal to the aggregate Initial Price for the maximum number of shares of Common Stock available to Recordholder, assuming that no stockholders