Pulse Biosciences, Inc. filed a Form 8-K on September 15, 2026, disclosing entry into a new equity distribution agreement with Mizuho Securities USA LLC for at-the-market sales of common stock with an aggregate offering price of up to $85,000,000, and the simultaneous termination of a prior agreement with TD Securities (USA) LLC.

Key Highlights

  • New ATM Program: Pulse Biosciences entered into an equity distribution agreement with Mizuho Securities USA LLC on September 15, 2026, allowing sales of common stock with an aggregate offering price of up to $85,000,000.
  • Commission Rate: The company will pay Mizuho a commission of up to 3.0% of the gross sales price of any shares sold under the agreement.
  • Prior ATM Activity: Under the August 6, 2026 agreement with Mizuho, 1,379,925 shares had been issued and sold as of September 14, 2026, at an aggregate offering price of approximately $68.8 million.
  • Prior Agreement Terminated: On September 14, 2026, the company terminated its equity distribution agreement with TD Securities (USA) LLC, with up to $1.0 million in shares remaining unsold at termination.
  • Registration Statement: The offering is made pursuant to a Form S-3 registration statement (File No. 333-293596) declared effective February 27, 2026.
  • No Obligation to Sell: According to the filing, the company "has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend solicitations and offers."

Pulse Biosciences Replaces TD Cowen ATM with New $85M Mizuho Facility

According to the filing, Pulse Biosciences (NASDAQ:PLSE) entered into the new Sales Agreement with Mizuho Securities USA LLC on September 15, 2026. Under its terms, Mizuho may sell shares through transactions deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, including ordinary brokers' transactions on The Nasdaq Capital Market, sales to or through a market maker, block trades, or negotiated transactions. Sales may be made "at market prices prevailing at the time of a sale or at prices related to prevailing market prices or at negotiated prices," the filing stated.

The company disclosed that it is not obligated to sell any shares under the new agreement, and that Mizuho will act using "commercially reasonable efforts, consistent with its normal trading and sales practices." The filing also noted that a prospectus supplement was filed with the SEC on September 15, 2026, in connection with the offer and sale of shares under the new Sales Agreement.

The filing also reported the termination, on September 14, 2026, of a prior at-the-market agreement with TD Securities (USA) LLC dated February 19, 2026. At the time of its termination, shares with an aggregate offering price of up to $1.0 million remained unsold under that agreement. Separately, the company's earlier August 6, 2026 agreement with Mizuho had resulted in the issuance and sale of 1,379,925 shares at an aggregate offering price of approximately $68.8 million as of September 14, 2026. The legal opinion regarding the validity of the share issuance was provided by Baker & Hostetler LLP, as noted in the filing.

What Was Disclosed

Pulse Biosciences disclosed a new up-to-$85,000,000 at-the-market equity distribution agreement with Mizuho Securities USA LLC, the termination of its TD Securities agreement, and prior sales of approximately $68.8 million in shares under an August 2026 Mizuho facility.