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April 10, 2024
Kevin Danahy
Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545
Re:Pulse Biosciences, Inc.
Registration Statement on Form S-3
Filed April 3, 2024
File No. 333-278494
Dear Kevin Danahy:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
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 this letter, we may have additional comments.
Form S-3 filed April 3, 2024
Cover Page
1.With a view to disclosure, please tell us what consideration you gave to including a floor
price for the offer.
Certain U.S. Federal Income Tax Consequences, page 31
2.Item 601(b)(8) of Regulation S-K states that a tax opinion must be filed whenever the tax
consequences of a transaction “are material to an investor and a representation as to tax
consequences is set forth in the filing.” We note your disclosure that you "believe and
intend to take the position that the distribution of the subscription rights in connection
with the Rights Offering generally should not be a taxable event to holders of [y]our
common stock for U.S. federal income tax purposes." Please file a tax opinion as an
exhibit to the filing. We refer you to Section III.A.1 of Staff Legal Bulletin 19.

 FirstName LastNameKevin Danahy
 Comapany NamePulse Biosciences, Inc.
 April 10, 2024 Page 2
 FirstName LastName
Kevin Danahy
Pulse Biosciences, Inc.
April 10, 2024
Page 2
3.We note that your heading refers to a discussion of "certain" U.S. federal income tax
consequences. Please revise to refer to all material tax considerations. Refer to Section
III.C.1 of Staff Legal Bulletin 19.
Exhibits
4.We note that the legal opinion provided by Baker & Hostetler LLP assumes "with respect
to Rights Shares and the Warrant Shares, that there will be sufficient shares of Common
Stock authorized under the Company’s organizational documents that are not otherwise
reserved for issuance". Please revise the legal opinion to remove this assumption. Refer
to Section II.B.3 of Staff Legal Bulletin 19.
5.We note that your filing fee table is registering common stock issuable upon exercise of
subscription rights and exercise of warrants with a maximum aggregate offering price of
$126,000,000. We note, however, that you are registering 6,000,000 units, consisting of
one share of common stock and 6,000,000 shares of common stock underlying the
warrants included in the units, with a potential initial price of $10.00 per unit. Please
reconcile the maximum aggregate offering price in your filing fee table with the aggregate
offering value disclosed in the registration statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Juan Grana at 202-551-6034 or Jane Park at 202-551-7439 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Adam Finerman, Esq.