PULSE BIOSCIENCES, INC. 8-K

What Happened
Pulse Biosciences, Inc. (PLSE) announced on February 19, 2026 that it entered into an equity distribution agreement (the “Sales Agreement”) with TD Securities (USA) LLC (referred to as TD Cowen) to offer and sell, from time to time, up to $59,976,196 aggregate offering price of its common stock. The Company is not obligated to sell any shares and may suspend or terminate the program at any time. The offering will be conducted as an “at-the-market” program under the Company’s effective Form S-3 registration statements (File Nos. 333-278322 and 333-280805), and Pulse filed a prospectus supplement with the SEC on February 19, 2026 in connection with the arrangement.

Key Details

• Sales Agreement date: February 19, 2026; sales agent: TD Securities (USA) LLC (TD Cowen).
• Maximum aggregate offering price: $59,976,196 of common stock.
• Commission: up to 3.0% of gross proceeds paid to TD Cowen; certain agent expenses will be reimbursed.
• Prior at-the-market program under the July 15, 2024 distribution agreement was terminated on February 18, 2026; roughly $59.98M remained unsold under that prior program.

Why It Matters
This agreement gives Pulse flexible access to raise capital by selling shares into the market over time, which can be used for general corporate purposes, working capital or other needs (the filing does not specify uses). Because sales are “at-the-market” and at prevailing or negotiated prices, issuance would dilute existing shareholders only when and as the Company actually sells shares. There is no guarantee any shares will be sold, and Pulse can pause or stop sales, but investors should be aware of the potential for dilution and the cost of the underwriting arrangement (commissions and reimbursable expenses) if the Company draws on this facility.