SecProbe.io

Mail Stop 3030
        January 18, 2016

Via E -mail
Darrin R. Uecker
President and Chief Executive Officer
Pulse Biosciences, Inc.
849 Mitten Road, Suite 104
Burlingame, California 94010

Re: Pulse Biosciences, Inc.
 Registration Statement on Form S -1
Filed December 22, 2015
  File No. 333 -208694

Dear Mr. Uecker :

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumst ances or do not believe an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Calculation of Registration Fee Table

1. Please revise footnote 1 to the table to identify the specific subsection of Rule 416 of the
Securities Act of 1933 relied upon and to track the language of that subsection.

Prospectus Cover Page

2. Please highlight your relationship with MDB Capital Group, LLC mentioned in the last
paragraph on page 8.

Prospectus Summary, page 1

3. Please revise your prospectus summary disclosure on pages 1 -6 to avoid repetition of the
detail that you include later in your prospectus. For example, we note that much of the

Darrin R. Uecker
Pulse Biosciences, Inc.
January 18, 2016
Page 2

 disclosure and related footnotes in the summary appear in the disclosure and fo otnotes
beginning on page 26 and elsewhere in your prospectus.

4. Please tell us whether you commissioned any of the third -party data presented in your
prospectus.  Also, provide us with copies of the documents mentioned in the footnotes on
pages 1 -4.

5. Rega rding the authors mentioned in the footnotes throughout your prospectus, please
disclose the relationship between you and the authors.  For example, we note the
references in several footnotes on pages 1 -3 to “Nuccitelli R” and your disclosure on
page 71 t hat Dr.  Richard Nuccitelli is your Chief Science Officer and your disclosure in
footnote (10) on page 75.

6. Please revise the disclosure in the summary to highlight your disclosure that appears on
page 48 that the report of the independent registered pu blic accounting firm on your
consolidated financial statements contains an explanatory paragraph regarding your
ability to continue as a going concern.  Also, disclose your accumulated deficit as of
September 30, 2015.  In addition, expand your Risk Factor s section to include a risk
factor to highlight the explanatory paragraph and your accumulated deficit.

7. If the pre -clinical evidence that you mention in the second paragraph on page 1 and at the
bottom of page 2 is the not the result of your studies, re vise to remove any implication to
the contrary.  In this regard, tell us about any relationships you had with the studies,
including whether you commissioned the studies.

8. Please revise the disclosure about the studies mentioned at the bottom of page 2  to clearly
state, if true, that the studies are animal trials. In this regard, we note your disclosure at
the bottom of page 27 about animal studies.

9. With a view toward balanced disclosure as to what your technology has shown in pre -
clinical studies, te ll us whether your studies have revealed any material disadvantages.

10. Please clearly explain each step you must take to reach commercialization of your
technology to address the billion dollar markets mentioned on pages 2 -4.  Also, disclose
any material hu rdles before you are able to address these markets.  If such
information is appropriate for your prospectus summary, carefully consider the
information that is the most significant, and briefly highlight that information in the
summary and include more d etailed disclosure elsewhere in your prospectus.

Emerging Growth Company, page 7

11. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you or anyone authorized to do so on your

Darrin R. Uecker
Pulse Biosciences, Inc.
January 18, 2016
Page 3

 behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Risk Factors, page 9

12. Please includ e a risk factor to highlight the risk concerning the amount of your goodwill
and intangible assets compared to your total assets.

We are subject to regulation in respect of our research and federal funding, page 12

13. Please present as a separate risk factor the risk concerning “March -In rights” mentioned
in the last sentence of this risk factor.

If we fail to maintain proper and effective internal controls, page 17

14. Please tell us the authority on which you relied to determine the December 2016 date
mentioned in the last paragraph of this risk factor.

Our Technology, page 29

15. Please revise the disclosure on page 29 to explain  the significance of the phrase “electric
field strengths of 10 -100 kV/cm.”  Also, revise the disclosure on page 30 to explain the
terms “pyknosis” and “caspace activation” so that they can be understood by an investor
not in your industry.

Clinical Trial  Results, page 34

16. With a view toward balanced disclosure as to what your technology has shown in clinical
studies, tell us whether your studies have revealed any material disadvantages.

License and Other Agreements, page 37

17. Please expand the disclosure in the last paragraph on page 37 to identify the “certain
milestones.”

18. Please expand the disclosure in the first paragraph on page 38 to disclose the term of the
license agreement.

19. Please expand the disclosure in this section to discuss the material term s of the license
agreement and the amended license agreement with AIM.

Darrin R. Uecker
Pulse Biosciences, Inc.
January 18, 2016
Page 4

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Major Transactions in 2014, page 45

20. For the acquisitions of ThelioPulse, BioElectroMed and NanoBlate, you d isclose here
and on page F -15 in  Note 3 that the company utilized the assistance of an out side
valuation firm to assist  in identifying and evaluating the fair value of the assets acquir ed.
Please revise to clarify the natu re and extent of the valuation firm ’s involvement and
management’s reliance on the w ork of the valuation firm .  Please refer to Question
141.02 of the Compliance and Disclosure Interpretations on Securities Act Section s,
which can be found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm .

Unaudited Pro Forma Condensed Consolidate d Balance Sheet, page 59

Pro Forma Adjustments, page 60

21. Please revise adjustment number 4 to more clearly describe the conversion of the notes to
common stock, similar to the disclosure provided in the second paragraph of page F -54.

22. Please revise ad justment number 7 to disclose that it also includes the alloc ation of
acquisition purchase price adjustments.

Unaudited Pro Forma Condensed Consolidated Statement of Operations , page 63

23. We note that the amounts presented  for Pulse Biosciences during the period of May 19,
2014 (inception) through December 31, 2014 do not agree  to the audited consolidated
statement of operations  for the s ame period presented on page F -4.  Please revise the pro
forma statement of operations to agree to the historical audited Pulse Biosciences
statement of operations.  Please also revise the summarized pro forma information
presented on page 46 to comply .

Management, page 65

24. Please expand the disclosure on page 66 to include the business experience of Mr.
Levinson from January 2011 to January 2015.

Executive Compensation, page 70

25. Please update your executive compensation disclosure for the year ended December 31,
2015.  Also, update your director compensation disclosure on page 71 for the year ended
December 31, 2015.

Darrin R. Uecker
Pulse Biosciences, Inc.
January 18, 2016
Page 5

 Related Party Transactions, page 73

26. Please tell us whether th e proceeds of this offering will be used to pay the amounts owed
to the related parties discussed in this section.

Principal Stockholders, page 74

27. Please disclose the natural person or persons who exercise the sole or shared voting
and/or dispositive pow ers with respect to the shares held by the entities mentioned in the
table on page 74.

Estimated Use of Proceeds, page 76

28. Please revise to quantify the amount of proceeds to be allocated to each purpose cited in
the bullet points on page 76.  Also, if t he proceeds of this offering would not provide
sufficient funds to complete the purposes that you have highlighted, please provide the
disclosure required by Instruction 3 to Regulation S -K Item 504.

Exhibits

29. Please file as exhibits the license agreement and the research and funding agreements
mentioned on page 38 and the lease agreement mentioned on page 44.

Exhibit 10.12

30. Please file as separate exhibits the license agreement and the two amendments to the
agreement as three separate exhibits to the registration statement.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement, please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority , declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve  the company from its full responsibility for

Darrin R. Uecker
Pulse Biosciences, Inc.
January 18, 2016
Page 6

 the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any p erson under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to rev iew any amendment prior to the requested effective date of the
registration statement.

You may contact David Burton at (202) 551 -3626 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551 -3662  if you have questions regarding comments on the financial sta tements
and related matters.  Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3528 with
any other questions.

Sincerely,

 /s/ Amanda Ravitz

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc:   Andrew Hudders, Esq.