Pulse Biosciences Inc美股招股说明书(2026-08-06版)

Common Stock We have entered into a sales agreement (the “Sales Agreement”) with Mizuho Securities USA LLC (“Mizuho”) relating to sharesof our common stock offered by this prospectus supplement and the accompanying prospectus.In accordance with the terms of theSales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $75,000,000 fromtime to time through Mizuho acting as our agent. Our common stock is listed on The Nasdaq Capital Market under the symbol “PLSE.”On August 5, 2026, the last reported saleprice of our common stock was $37.90per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in negotiatedtransactions, including block trades or block sales, or by any method permitted by law deemed to be an “at the market offering” asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including without limitationsales made through The Nasdaq Capital Market or on any other trading market for our common stock, or by any other methodpermitted by law. Mizuho is not required to sell any specific amount of securities, but will act as our sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between Mizuhoand us.There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to Mizuho for sales of common stock sold pursuant to the Sales Agreement will be an amount up to 3% of thegross proceeds of any shares of common stock sold under the Sales Agreement.In connection with the sale of the common stockon our behalf, Mizuho will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation ofMizuho will be deemed to be underwriting commissions or discounts.We have also agreed to provide indemnification andcontribution to Mizuho with respect to certain liabilities, including liabilities under the Securities Act or the Securities ExchangeAct of 1934, as amended. Our business and an investment in our common stock involve significant risks. These risks are described under the caption“Risk Factors”beginning on page 4 of this prospectus supplement and in the documents incorporated by reference into thisprospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. Mizuho August 6, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSMARKET AND INDUSTRY DATAPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTSPROSPECTUS SUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF DEPOSITARY SHARESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF PURCHASE CONTRACTSDESCRIPTION OF UNITSDIVIDEND POLICYPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSINCORPORATION OF CERTAIN INFORMATION BY REFERENCEPART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a Registration Statement on Form S-3 (the “Registration Statement”) that we filedwith the U.S. Securities and Exchange Commission (“SEC”) on February 19, 2026, using the “shelf” registration process. By usinga shelf registration statement, we may offer and sell securities having an aggregate offering price of up to $200,000,000 from timeto time under the Registration Statement at prices and on terms to be determined by market conditions at the time of offering. This prospectus supplement provides you with a description of the offering. You should read this prospectus supplementtogether with the additional information to which we refer you in the section of this prospectus supplement entitled “Where YouCan Find More Information,” and together with the information incorporated by reference as described in the section of thisprospectus supplement entitled “Information Incorporated By Reference.” We provide information to you about this offering in two separate documents that are bound together: (i) this prospectussupplement, which describes the specific details regarding this offering; and (ii) the accompanying base prospectus, which providesgeneral information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referringto both documents combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus,you sho