SecProbe.io

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 February 25, 2026

Paul LaViolette
Chief Executive Officer
Pulse Biosciences, Inc.
601 Brickell Key Drive, Suite 1080
Miami, FL 33131

 Re: Pulse Biosciences, Inc.
 Registration Statement on Form S-3
 Filed February 19, 2026
 File No. 333-293596
Dear Paul LaViolette:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Adam Finerman, Esq.
</TEXT>
</DOCUMENT>

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 PULSE BIOSCIENCES, INC.

 601 Brickell Key Drive, Suite 1080

 Miami, Florida 33131

 (510) 906-4600

 February 25, 2026

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Pulse Biosciences, Inc.
 Registration Statement on Form S-3
 File No. 333-293596
 Request for Acceleration

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “ Act ”), Pulse Biosciences, Inc. (the “ Registrant ”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-293596) (the “ Registration Statement ”), so that it may become effective at 4:00 p.m. Eastern time on February 27, 2026 or as soon thereafter as practicable, unless we or our outside counsel, Baker & Hostetler LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Registrant acknowledges that it is aware of its obligations under the Act.

 We request that we be notified of such effectiveness by a telephone call to Adam Finerman, of Baker & Hostetler LLP, at (212) 589-4233 or by email at afinerman@bakerlaw.com.

 [ Remainder of this page is intentionally left blank ]

 Very truly yours,

 PULSE BIOSCIENCES, INC.

 By: /s/ Kenneth B. Stratton

 Name: Kenneth B. Stratton

 Title: General Counsel

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PULSE BIOSCIENCES, INC.

3957 Point Eden Way

Hayward, California 94545

(510) 906-4600

May 1, 2024

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:
			Pulse Biosciences, Inc.

			Registration Statement on Form S-3

			File No. 333-278494

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-278494) (the “Registration Statement”), so that it may become effective at 4:30 p.m. Eastern Time on May 3, 2024, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

			(a)
			should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

			(b)
			the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

			(c)
			the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness by a telephone call to Adam Finerman, of Baker & Hostetler LLP, at (212) 589-4233 or afinerman@bakerlaw.com.

			Very truly yours,

			PULSE BIOSCIENCES, INC.

			By:

			/s/ Kevin P. Danahy

			Name:

			Kevin P. Danahy

			Title:

			President and Chief Executive Officer

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April 30, 2024

VIA EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			Re:
			 Pulse Biosciences, Inc.

			 Amendment No.3 to Registration Statement on Form S-3

			 Filed April 25, 2024

			 File No. 333-278494

Dear Sir/Madam:

Pulse Biosciences, Inc. (the “Company”) has filed herewith Amendment No. 4 (the “Fourth Amendment”) to the Company’s Registration Statement on Form S-3, File No. 333-278494, filed with the Commission on April 3, 2024, as amended by each of Amendment No. 1 filed on April 15, 2024, Amendment No. 2 filed on April 23, 2024, and Amendment No. 3 filed on April 25, 2024 (the “Registration Statement”).  As requested by the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff”) pursuant to a telephonic discussion, the Fourth Amendment specifies the fraction of a Unit that each stockholder of the Company shall be entitled to purchase based on the exercise of each subscription right issued to such stockholder pursuant to the Rights Offering (as defined in the Registration Statement), as well as a recent closing price of the Company’s common stock.

We believe we have been responsive to the Staff’s comments. Please direct any questions concerning this letter to the undersigned at 212.589.4233 or afinerman@bakerlaw.com.

Sincerely,

/s/ Adam Finerman

Adam Finerman

Partner

cc: Kevin Danahy, Chief Executive Officer, Pulse Biosciences, Inc.

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April 25, 2024

VIA EDGAR

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			Re:
			 Pulse Biosciences, Inc.

			 Amendment No.2 to Registration Statement on Form S-3

			 Filed April 23, 2024

			 File No. 333-278494

Dear Sir/Madam:

On behalf of Pulse Biosciences, Inc., a Delaware corporation (the “Company”), set forth below are responses (this “Response Letter”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated April 24, 2024 (the “Comment Letter”) relating to the Company’s Registration Statement on Form S-3, File No. 333-278494, filed with the Commission on April 3, 2024, as amended by each of Amendment No. 1 filed on April 15, 2024 and Amendment No. 2 filed on April 23, 2024 (the “Registration Statement”). The Company has filed herewith Amendment No. 3 (the “Third Amendment”) to the Registration Statement.

The headings and numbered paragraphs of this Response Letter correspond to the headings and paragraph numbers contained in the Comment Letter, and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italicized print. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Registration Statement.

Amendment No. 2 to Form S-3 filed April 23, 2024

Material U.S. Federal Income Tax Consequences, page 31

			1.

			We acknowledge your revised disclosure in response to prior comment 1. Please revise to clearly articulate the opinion being rendered with respect to each material tax consequence being opined upon, including the receipt of the subscription rights. We also note your statement on page 32 that the tax discussion “assumes that the receipt by a holder of subscription rights with respect to such holder’s common stock pursuant to this rights offering is non-taxable for U.S. federal income tax purposes.” Please revise to remove language assuming certain tax consequences. For guidance, refer to Section III.C of Staff Legal Bulletin 19.

			RESPONSE: Please see the revised disclosure on page 32 of the Third Amendment.

We believe we have been responsive to the Staff’s comments. Please direct any questions concerning this letter to the undersigned at 212.589.4233 or afinerman@bakerlaw.com.

Sincerely,

/s/ Adam Finerman

Adam Finerman

Partner

cc: Kevin Danahy, Chief Executive Officer, Pulse Biosciences, Inc.

United States securities and exchange commission logo
April 24, 2024
Kevin Danahy
Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545
Re:Pulse Biosciences, Inc.
Amendment No. 2 to Registration Statement on Form S-3
Filed April 23, 2024
File No. 333-278494
Dear Kevin Danahy:
            We have reviewed your amended registration statement and have the following comment.
            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. Unless we note otherwise,
any references to prior comments are to comments in our April 18, 2024 letter.
Amendment No. 2 to Form S-3 filed April 23, 2024
Material U.S. Federal Income Tax Consequences, page 31
1.We acknowledge your revised disclosure in response to prior comment 1. Please revise to
clearly articulate the opinion being rendered with respect to each material tax consequence
being opined upon, including the receipt of the subscription rights. We also note your
statement on page 32 that the tax discussion “assumes that the receipt by a holder of
subscription rights with respect to such holder’s common stock pursuant to this rights
offering is non-taxable for U.S. federal income tax purposes.” Please revise to remove
language assuming certain tax consequences. For guidance, refer to Section III.C of Staff
Legal Bulletin 19.

 FirstName LastNameKevin Danahy
 Comapany NamePulse Biosciences, Inc.
 April 24, 2024 Page 2
 FirstName LastName
Kevin Danahy
Pulse Biosciences, Inc.
April 24, 2024
Page 2
            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.

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April 23, 2024

VIA EDGAR

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

			Re:
			 Pulse Biosciences, Inc.

			 Amendment No.1 to Registration Statement on Form S-3

			 Filed April 15, 2024

			 File No. 333-278494

Dear Sir/Madam:

On behalf of Pulse Biosciences, Inc., a Delaware corporation (the “Company”), set forth below are responses (this “Response Letter”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated April 18, 2024 (the “Comment Letter”) relating to the Company’s Registration Statement on Form S-3, File No. 333-278494, filed with the Commission on April 3, 2024, as amended by Amendment No. 1 filed on April 15, 2024 (the “Registration Statement”). The Company has filed herewith Amendment No. 2 (the “Second Amendment”) to the Registration Statement.

The headings and numbered paragraphs of this Response Letter correspond to the headings and paragraph numbers contained in the Comment Letter, and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italicized print. Capitalized terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Registration Statement.

Amendment No. 1 to Registration Statement on Form S-3

Material U.S. Federal Income Tax Consequences, page 31

			1.

			We note your response to comment 2, but we are not persuaded by your response and reissue the comment. Please file a tax opinion as an exhibit to the filing. We refer you to Section III.A.1 of Staff Legal Bulletin 19.

			RESPONSE: The Company acknowledges the Staff’s comment and advises the Staff that the Company has filed the tax opinion of Baker & Hostetler LLP as Exhibit 8.1 to the Second Amendment.

We believe we have been responsive to the Staff’s comments. Please direct any questions concerning this letter to the undersigned at 212.589.4233 or afinerman@bakerlaw.com.

Sincerely,

/s/ Adam Finerman

Adam Finerman

Partner

cc: Kevin Danahy, Chief Executive Officer, Pulse Biosciences, Inc.

United States securities and exchange commission logo
April 18, 2024
Kevin Danahy
Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545
Re:Pulse Biosciences, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed April 15, 2024
File No. 333-278494
Dear Kevin Danahy:
            We have reviewed your amended registration statement and have the following comment.
            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. Unless we note otherwise,
any references to prior comments are to comments in our April 10, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-3
Material U.S. Federal Income Tax Consequences, page 31
1.We note your response to comment 2, but we are not persuaded by your response and
reissue the comment. 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 18, 2024 Page 2
 FirstName LastName
Kevin Danahy
Pulse Biosciences, Inc.
April 18, 2024
Page 2
            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.

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April 15, 2024

Office of Industrial Applications and Services

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Juan Grana and Jane Park

			Re:
			 Pulse Biosciences, Inc.

			 Registration Statement on Form S-3

			 Filed April 3, 2024

			 File No. 333-278494

Ladies and Gentlemen:

On behalf of Pulse Biosciences, Inc., a Delaware corporation (“we” or “Company”), we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated April 10, 2024, regarding the Company’s Registration Statement on Form S-3 filed with the Commission on April 3, 2024 (File No. 333-278494) (the “Registration statement”).  For the Staff’s convenience, we have repeated below each of the Staff’s comments in bold, and have followed such comment with the Company’s response.  Concurrently with the transmission of this letter, we are filing the Company’s Amendment No. 1 to Form S-3 Registration Statement (the “Amended Registration Statement”) with the Commission through EDGAR, which reflects the Company’s responses to the comments received by the Staff.  All page references in the responses set forth below refer to page numbers in the Amended Registration Statement. Capitalized terms used herein but not otherwise defined herein have the meanings set forth in the Amended Registration Statement.

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.

			Given that the Company’s Board of Directors reserves the right to terminate the Rights Offering at any time, the Company concluded that a floor price was not in the best interests of the Company, especially given concerns that setting a floor price can have the effect of market forces leading to a price at the floor price. We further note that the Company believes that the Alternate Price’s 10 trading day VWAP feature is fair to the Company’s existing stockholders, because it causes the final price to be reflective of the market. The Company’s Board of Directors also concluded that the Rights Offering was the least dilutive financing option available to the Company and therefore fairest to our stockholders. In further response to the Staff’s comment, the Company has revised its disclosure on pages 18 and 19 of the Amended Registration Statement.

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.

			The Company believes that an opinion on tax matters is not required under Item 601(b)(8) of Regulation S-K as the tax consequences are not material to an investor (as contemplated by Section III.A.2 of Staff Legal Bulletin No. 19) as a stockholder is not required to vote or make an investment decision with respect to receipt of the subscription rights received in the rights offering as the Company is issuing, at no charge, one subscription right with respect to each share of the Company’s common stock outstanding as of a record date. The Company notes that Section III.A.2 of Staff Legal Bulletin No. 19 provides that tax consequences are “material” if “there is a substantial likelihood that a reasonable investor would consider the information to be important in deciding how to vote or make an investment decision.”

			Additionally, we ask the Staff to review its characterization of our disclosure that “we 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 our common stock for U.S. federal income tax purposes” as a representation as to tax consequences. We point the Staff to the disclosure on page 32 of the Amended Registration Statement which says:

			“Our position regarding the tax-free treatment of the receipt of subscription rights in this Rights Offering is not binding on the IRS or the courts, and there can be no assurance that the IRS or any applicable court would agree. If this position were finally determined to be incorrect, whether on the basis that the issuance of the subscriptions rights constitutes a “disproportionate distribution” under the Code and Treasury Regulations or otherwise, the fair market value of the subscription rights would be taxable to holders of our common stock as a dividend on the date of the distribution to the extent of the holder’s pro rata share of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent of the holder’s basis in shares of our common stock and thereafter as capital gain.”

			Read together, the disclosure of the Company’s position and the subsequent disclosure that the IRS may not agree with the Company’s position (and such disagreement would lead to different tax consequences than those anticipated by the Company’s position), is intended only (a) to disclose the uncertainty regarding such tax treatment and (b) to describe the position the Company intends to take with respect to such tax treatment.

			Further, we believe that our position set out above is consistent with the Staff’s conclusion based on its review of correspondence filed on August 8, 2016 with the Staff by Par Pacific Holdings, Inc. (“Par Pacific”) in respect of its Registration Statement on Form S-3 (File No. 333-212107) (the “Par Pacific Registration Statement”) and related disclosure in the Par Pacific Registration Statement that was ultimately declared effective.

			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.

			Please see the revised heading in the Amended Registration Statement.

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.

			In response to the Staff’s comment, Baker & Hostetler LLP has removed the assumption. Please see the revised opinion filed as Exhibit 5.1 to the Amended Registration Statement.

			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.

			The $126,000,000 maximum aggregate offering price is based: (a) the offer of 6,000,000 units (and the shares of common stock and warrants included in each such unit), for a maximum aggregate subscription price equal to $60,000,000, based on a $10.00 per unit maximum subscription price, and (b) the offer of the 6,000,000 shares of common stock underlying the warrants included in such 6,000,000 units, such underlying shares having a maximum aggregate exercise price of $66,000,000, based on a $11.00 maximum per share exercise price (which is 110% of the $10.00 maximum subscription price per unit). We believe the dollar amounts referred to in the preceding sentence are consistent with the disclosure of the maximum per-unit subscription price and warrant exercise price provided throughout the Registration Statement. Please see the revised filing fee table filed as Exhibit 107 to the Amended Registration Statement.

We hope the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at (212) 589-4233 with any questions or further comments you may have regarding this submission or if you wish to discuss the above.

Sincerely,

/s/ Adam W. Finerman

Adam W. Finerman, Partner, Baker & Hostetler LLP

United States securities and exchange commission logo
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.

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PULSE BIOSCIENCES, INC.

3957 Point Eden Way

Hayward, California 94545

(510) 906-4600

April 4, 2024

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

			Re:
			Pulse Biosciences, Inc.

			Registration Statement on Form S-3

			File No. 333-278322

			Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-278322) (the “Registration Statement”), so that it may become effective at 4:30 p.m. Eastern Time on April 8, 2024, or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

			(a)
			should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

			(b)
			the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

			(c)
			the Registrant may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be notified of such effectiveness by a telephone call to Adam Finerman, of Baker & Hostetler LLP, at (212) 589-4233 or afinerman@bakerlaw.com.

			Very truly yours,

			PULSE BIOSCIENCES, INC.

			By:

			/s/ Kevin P. Danahy

			Name:

			Kevin P. Danahy

			Title:

			President and Chief Executive Officer

United States securities and exchange commission logo
April 3, 2024
Kevin Danahy
President and Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, California 94545
Re:Pulse Biosciences, Inc.
Registration Statement on Form S-3
Filed March 28, 2024
File No. 333-278322
Dear Kevin Danahy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Robert Augustin at 202-551-8483 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Adam Finerman

CORRESP
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PULSE BIOSCIENCES, INC.

3957 Point Eden Way

Hayward, CA 94545

(510) 906-4600

August 29, 2023

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Pulse Biosciences, Inc.
Registration Statement on Form S-3

File No. 333-273944

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under
the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Registrant”) hereby requests acceleration of
the effective date of its Registration Statement on Form S-3 (File No. 333-273944) (the “Registration Statement”),
so that it may become effective at 4:00 p.m. Eastern time on August 30, 2023 or as soon thereafter as practicable.

The Registrant hereby acknowledges that:

    (a)
    should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (b)
    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    (c)

    the Registrant may not assert staff comments and the declaration of effectiveness
    of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
    of the United States.

    We request that we be notified of such effectiveness by a telephone call
    to Adam Finerman, of Baker & Hostetler LLP, at (212) 589-4233 or by email at afinerman@bakerlaw.com.

    [Remainder of this page is intentionally left blank]

    Very truly yours,

    PULSE BIOSCIENCES, INC.

    By:

    /s/ Kenneth B. Stratton

    Name:

    Kenneth B. Stratton

    Title:

    General Counsel

[Signature Page
to Request for Acceleration]

United States securities and exchange commission logo
August 18, 2023
Kevin Danahy
Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, California 94545
Re:Pulse Biosciences, Inc.
Registration Statement on Form S-3
Filed August 11, 2023
File No. 333-273944
Dear Kevin Danahy:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jessica Ansart at 202-551-4511 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Adam Finerman

United States securities and exchange commission logo
August 15, 2022
Sandra Gardiner
Chief Financial Officer, Executive Vice President and Treasurer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, California 94545
Re:Pulse Biosciences, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-37744
Dear Ms. Gardiner:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

			CORRESP

			PULSE BIOSCIENCES, INC.

			3957 Point Eden Way

			Hayward, California 94545

			

			

			 July 14, 2022

			VIA EDGAR

			United States Securities and Exchange Commission

			100 F. Street, NE

			Washington, DC 20549

						

						Attention:

						Frank Wyman

						Mary Mast

			

			

						

						

						Re:

						Form 10-K for the Fiscal Year Ended December 31, 2021

			Filed March 31, 2022

			File No. 001-37744

			

			Dear Ladies and Gentlemen:

			This letter sets forth responses on behalf of Pulse Biosciences, Inc., a Delaware corporation (the “Company”), to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated June 30, 2022 (“Comment Letter”) regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2021 (the “Form 10-K”).

			

			 For the convenience of the Staff, the comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response to such comment.

			

			Notes to Consolidated Financial Statements

			9. Revenue

			Performance Obligations, page 87

			

			1. Refer to your response to comment 3. You state that the amount of the cost you incur for each treatment performed and each survey submitted by the physicians/clinics participating in the Controlled Launch program is uncertain because the physicians have a choice to either apply the full earned credits to the purchase of the Cell FX System or redeem them for a smaller amount in cash and return the Cell FX System. In addition, you state that you expect physicians to elect the more beneficial settlement alternative for the accumulated credits, i.e. apply them to the purchase of the system. Please address the following:

			

			• As the Controlled Launch program appears to be partially related to getting additional data and partially related to selling your Cell FX System, tell us why initially recording the entire earned credits as marketing and selling expense is appropriate. In this regard, we note your expectation that the physicians will elect to apply the credits to the purchase of a system. Tell us your consideration of ASC 340-40-25 for costs incurred to obtain a contract.

			

			RESPONSE:

			

			We respectfully note that according to ASC 340-40-15-2, the scope of the guidance on accounting for incremental costs of obtaining a contract with a customer excludes any consideration payable to the customer, which is accounted for under ASC 606-10-32-25 through 32-27. Pursuant to ASC 606-10-32-25, consideration payable to the customer is accounted for as reduction in revenue, unless it is for a distinct good or service purchased from the customer. In that case, pursuant to ASC 606-10-32-26, to the extent the amount paid does not exceed the fair value of the purchased goods or services, consideration to the customer is accounted for in the same way the entity accounts for other purchases from suppliers.

			

			Through the Controlled Launch, the Company is purchasing distinct services in the form of data (surveys and treatment information) from the participating physicians. In accordance with ASC 340-40-15-2 and ASC 606-10-32-26, we account for these purchases in the same way we account for other purchases of services or data for marketing purposes, i.e., by recognizing the associated expense in our statement of operations when the cost is incurred.

			

		• Tell us the nature of the data accumulated in the Controlled Launch program, how it is used in your future marketing and promotional activities, if the data accumulated by the physicians is used to the same extent as data accumulated by third party providers and why associated costs do not meet the criteria in ASC 730-10-55-1 to be recorded as research and development expense.

			

			RESPONSE:

			

			The data collected as part of the Controlled Launch Program helps us tailor the future sales and marketing efforts and is shared with potential customers and clinics in the market. It is used solely as part of marketing and promotional activities, as this data describes the experiences and the practices of Controlled Launch participants, including detailed information on the treatments performed and their outcomes. It includes, but is not limited to, the following data:

				 1)

			General information about practice;

				 2)

			Types of lesions treated by practice;

				 3)

			Types of treatments used to treat lesions;

				 4)

			Types of lesion treatments covered by insurance providers;

				 5)

			Level of satisfaction with the clinical outcome of lesion treatments;

				 6)

			Types of lesions treated; and

				 7)

			Examples of lesions treated with CellFX technology by other doctors and feedback from practitioners on the type of lesions they would treat with CellFX at their practice.

			

			This information is received from a select group of physicians in the marketplace and is used to generate additional customers and to develop our marketing strategy, and thus by its nature represents a marketing activity. This is highlighted on page 5 of our Annual Report on Form 10-K for the year ended December 31, 2021 (“Form 10-K”) which says that we expect our Controlled Launch participants will influence the first wave of early adopters when it comes to their CellFX purchase decisions and integrating CellFX into a successful aesthetic dermatology practice. The Company respectfully notes that the costs incurred as part of the Controlled Launch program do not meet the criteria in ASC 730-10-55-1 to be recorded as research and development expense. The data collected is not intended to discover new knowledge and process alternatives, nor is it the intent of the Company to modify the formulation or design of the CellFX System as a direct result of the Controlled Launch Program. The Company respectfully notes that in our prior response we indicated that in February 2021, the Company received 510(k) clearance from the U.S. Federal and Drug Administration for its proprietary CellFX System for dermatologic procedures requiring ablation and resurfacing of the skin. Following receipt of 510(k) clearance, the Controlled Launch Program was initiated in Q1 2021.

			

			• Tell us the primary purpose of entering into the contracts with the physicians/clinics under the Controlled Launch program. Describe and quantify the key terms governing your contracts with physicians/clinics under the Controlled Launch Program.

			

			RESPONSE:

			

			As noted above, our Form 10-K highlights that we expect our Controlled Launch participants will influence the first wave of early adopters when it comes to their CellFX purchase decisions and integrating CellFX into a successful aesthetic dermatology practice. To this end, our Form 10-K also states (on page 8) that the program has an objective to turn the participating clinics into high utilization commercial customers that will serve as important reference clinics for future commercial customers. The data we purchase from the participating physicians will serve as the medium through which such reference points will be provided. We consider these statements as encompassing the primary purpose of the Controlled Launch program, i.e., for the Company to receive data from the participating physicians which can then be used to tailor the future sales and marketing of the product.

			

			The key terms of the Controlled Launch contracts with the participating physicians (or clinics) are as follows:

				 1)

			Recruiting up to a specific number of patients for treatments – 40 treatments to be performed;

				 2)

			Completing evaluation surveys, along with the related consents, helpful to the Company. This information is collected prior to and immediately after the treatments, as well as in follow up visits.

				 3)

			Upon completion of the procedures and submission of each treatment information to the Company, the physician earns a credit, which is approximately 1/40th of the CellFX system value and can be used towards the future purchase of the CellFX System in their possession. As noted above, the data collected as part of the Controlled Launch Program is used to help us tailor the future sales and marketing efforts of the product and is shared with potential customers and clinics in the market. This data is not a part of clinical trials or other development efforts related to the approval of our products, as such trials and development had been successfully concluded prior to receiving 510(k) clearance.

			2

		• You state the consideration you pay to the physicians in the Controlled Launch program (in the form of credits on a per-patient basis) is equal to the standalone selling price of the Cell FX System, which is substantially less than the per-patient price of the data as paid in standalone transactions with third parties. Tell us why you are not recording the earned credits at the standalone selling prices for transactions with third parties.

			

			RESPONSE:

			

			We respectfully note that the reference transactions with third parties represent purchase transactions for the Company. The guidance in ASC 606-10-32-21 and 32-22 requires entities to record noncash consideration received at fair value, or by reference to the standalone selling prices of its own goods or services exchanged if the fair value cannot be reasonably estimated. The guidance in ASC 606-10-32-26 requires entities to recognize costs of distinct goods and services acquired from customers at, effectively, the lesser of the actual amounts paid or the fair value of those goods or services received from the customer (or at zero if the fair value of those goods and services cannot be reasonably estimated).

			

			We use transactions with third parties as a data point to establish the fair value of the data services we purchase. We use the standalone selling prices of our CellFX Systems as another data point. We note that fair value pursuant to ASC Topic 820 is defined by reference to concepts such as the principal (or most advantageous) market in which the vendor may sell the relevant assets, the valuation premise of highest and best use, and the valuation techniques appropriate for measurement. The physicians who participate in the Controlled Launch Program would not be expected to pay more than what they would be required to pay to purchase the CellFX System outside of the Controlled Launch Program (i.e., list price, which is also is the standalone selling price of the CellFX System). As the physicians are willing to provide the data services in exchange for that value, the fair value of the services the Company received from the physician would not exceed the list price of the CellFX System. That is, the transaction price of the credits (i) is not greater than the standalone selling price of the CellFX System, and (ii) is lower than the fair value of the purchase data services.

			

			Should you have any further questions or comments, please do not hesitate to contact me at Sandra.Gardiner@pulsebiosciences.com or (510) 906-4630, or alternatively, Ken Stratton, General Counsel, at Ken.Stratton@pulsebiosciences.com or (510) 905-1106.

			

			

						

						Sincerely,

						

						Sincerely,

						

						

						/s/ Sandra A. Gardiner

						

						Sandra Gardiner

						Chief Financial Officer

			

			

			cc:  Ken Stratton, General Counsel

			       Adam Finerman, BakerHostetler

			

			3

United States securities and exchange commission logo
June 30, 2022
Sandra Gardiner
Chief Financial Officer, Executive Vice President and Treasurer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, California 94545
Re:Pulse Biosciences, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-37744
Dear Ms. Gardiner:
            We have reviewed your June 9, 2022 response to our comment letter and have the
following comment. In our comment, we may ask you to provide us with information so we may
better understand your disclosure.
            Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to the comment, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our May 25,
2022 letter.
Form 10-K for the Fiscal Year Ended December 31, 2021
Notes to Consolidated Financial Statements
9. Revenue
Controlled Launch Agreements, page 87
1.Refer to your response to comment 3. You state that the amount of the cost you incur for
each treatment performed and each survey submitted by the physicians/clinics
participating in the Controlled Launch program is uncertain because the physicians have a
choice to either apply the full earned credits to the purchase of the Cell FX System or
redeem them for a smaller amount in cash and return the Cell FX System. In addition, you
state that you expect physicians to elect the more beneficial settlement alternative for the
accumulated credits, i.e. apply them to the purchase of the system. Please address the
following:

 FirstName LastNameSandra  Gardiner
 Comapany NamePulse Biosciences, Inc.
 June 30, 2022 Page 2
 FirstName LastName
Sandra  Gardiner
Pulse Biosciences, Inc.
June 30, 2022
Page 2
•As the Controlled Launch program appears to be partially related to getting additional
data and partially related to selling your Cell FX System, tell us why initially
recording the entire earned credits as marketing and selling expense is appropriate. In
this regard, we note your expectation that the physicians will elect to apply the credits
to the purchase of a system. Tell us your consideration of ASC 340-40-25 for costs
incurred to obtain a contract.
•Tell us the nature of the data accumulated in the Controlled Launch program, how it
is used in your future marketing and promotional activities, if the data accumulated
by the physicians is used to the same extent as data accumulated by third party
providers and why associated costs do not meet the criteria in ASC 730-10-55-1 to be
recorded as research and development expense.
•Tell us the primary purpose of entering into the contracts with the physicians/clinics
under the Controlled Launch program. Describe and quantify the key terms
governing your contracts with physicians/clinics under the Controlled Launch
program.
•You state the consideration you pay to the physicians in the Controlled Launch
program (in the form of credits on a per-patient basis) is equal to the standalone
selling price of the Cell FX System, which is substantially less than the per-patient
price of the data as paid in standalone transactions with third parties. Tell us why you
are not recording the earned credits at the standalone selling prices for transactions
with third parties.
            You may contact Frank Wyman at 202-551-3660 or Mary Mast at 202-551-3613, if you
have questions regarding the comment.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

			CORRESP

			PULSE BIOSCIENCES, INC.

			3957 Point Eden Way

			Hayward, California 94545

			

			

			 June 9, 2022

			VIA EDGAR

			United States Securities and Exchange Commission

			100 F. Street, NE

			Washington, DC 20549

						

						Attention:

						Frank Wyman

						Mary Mast

			

			

						

						Re:

						Pulse Biosciences, Inc.

			Form 10-K for the Fiscal Year Ended December 31, 2021

			Filed March 31, 2022

			File No. 001-37744

			

			Dear Ladies and Gentlemen:

			This letter sets forth responses on behalf of Pulse Biosciences, Inc., a Delaware corporation (the “Company”), to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter dated May 25, 2022 (“Comment Letter”) regarding the Company’s Form 10-K for the Fiscal Year Ended December 31, 2021 (the “Form 10-K”).

			

			 For the convenience of the Staff, the comment from the Comment Letter corresponds to the numbered paragraphs in this letter and is restated prior to the response to such comment.

			Form 10-K for the Fiscal Year Ended December 31, 2021

			

			Notes to Consolidated Financial Statements

			9. Revenue

			Performance Obligations, page 86

			

				 1.

			You state that the Cycle Units (CUs) are credits that authorize the customer to perform a procedure and that each procedure requires a specific number of CUs. Once the CUs are reduced to zero, the customer is required to purchase additional CUs to perform additional procedures. Please address the following with regard to your revenue recognition policy for your Cycle Units:

			

				 ·

			Tell us, and clarify in future filings, if the CUs are bundled together into a single performance obligation when you record the initial sale of the CellFX System pursuant to ASC 606-10-25-22.

				 ·

			If such is the case, please tell us why recognition at a point in time for the sale is appropriate given the CUs are utilized over time and the System cannot be used without the CUs. Refer to ASC 606-10-25-27.

			

			RESPONSE:

			

			The Company has identified the promised goods and services in its contracts with customers1 and assessed whether they are distinct and represent performance obligations. The initial sale of the CellFX System typically includes a CellFX console together with embedded software, as well as handpieces, disposable tips and CUs. As discussed in more detail below, we concluded each of these items represent promised goods. Also, each is capable of being distinct and is distinct in the context of the contract, and thus can be characterized as a separate performance obligation.

			

			Our conclusion that CUs (which can be seen as a specialized consumable) included in the initial CellFX System sale are both capable of being distinct and distinct in the context of the contract is consistent with the approach in Example 11 Case E included in Accounting Standards Codification (ASC) Topic 606 (ASC 606-10-55-150G through 55-150K) and follows the same rationale as applies to all other units (the console, handpieces, and disposable tips) included in the initial CellFX System sale.

			

			1 Our customers are physicians; in the context of this letter, we use words “customers” and “physicians” interchangeably.

		We respectfully note that we already disclose in footnotes to our financial statements that CUs are a separate performance obligation.

			

			Refer to footnote 9 in the Form 10-K, which we will supplementally enhance in future filings as follows, subject to change based on changes in circumstances (the additional language has been underscored, the removed language stricken through):  “CUs represent a distinct performance obligation which is satisfied when upon delivery of the CUs are made available for customers to download from the Company’s to CellFX CloudConnect, as customers can use purchased CUs at any time at their discretion, and the Company does not provide any ongoing service or other forms of involvement after the sale occurs.”

			

			The availability of the cloud is not considered a part of the performance obligation because the CellFX System can be used without being connected to the Internet, or to the Company’s cloud in particular.

			

			The Company has determined that CUs are each capable of being distinct based on the guidance in ASC 606-10-25-20. The Company sells CUs on a standalone basis, following the initial system sale. The Company also sells all other goods (handpieces, tips and consoles) on a standalone basis. Standalone console sales are, for example, to replace a console damaged outside the warranty protection, or to add another console, e.g., in a different physical location. A physician can transfer any of the existing CUs from an existing console to a new one.

			

			Customers bear all rights and risks associated with the console ownership and can also sell their consoles to third parties. Thus, CUs (as well as all other goods sold by the Company) are capable of being distinct as customers can benefit from them together with other readily available resources (i.e., either previously purchased or separately sold console, CUs, tips and handpieces as applicable).  Additionally, the physician has the right to transfer the CUs to another physician.

			

			We assessed that each promised good (the console, handpieces, tips and CUs) is distinct in the context of the contract based on the guidance in ASC 606-10-25-21. We concluded that none of the factors (a) through (c) discussed in this paragraph apply to our goods.

			

			The Company supplies these goods separately and provides no service to integrate them into a combined output. Also, none of these goods significantly modify or customize any of the other goods sold by the Company. Finally, these goods are not highly interdependent nor highly interrelated. If an entity cannot fulfil its promise to transfer each of the goods independently, this may indicate that the goods are highly interdependent or highly interrelated. However, as discussed above, the Company sells each of its goods separately. The Company’s ability to fulfill its promise and sell any of its goods (including CUs) does not depend on its ability (or inability) to sell or transfer any of the remaining goods.

			

			Based on the above considerations, we concluded that each of the goods sold by the Company is both capable of being distinct and also distinct in the context of the contracts with customers. Therefore, CUs are not bundled together into a single performance obligation with any other goods when the initial sale of the CellFX System is recorded.

			

			The Company reviewed ASC 606-10-25-27 and concluded that none of the criteria (a), (b) or (c) are met, and therefore recognition of revenue from CUs is at a point in time. The customer does not consume the benefit of the CU simultaneously with their receipt. This is because the benefit is consumed when/as customers perform patient treatments. Until then, CUs represent customer-controlled assets that are stored inside the CellFX System. Additionally, by its very nature, there is no period of time over which the asset is created.

			

				 ·

			In your analysis, please distinguish your accounting treatment between sales of the CellFX Systems in and outside the Controlled Launch Program.

			

			RESPONSE:

			

			As further discussed below in response to question 3, as part of the Controlled Launch Program the Company provides and sets up a CellFX System at a participating physician site and provides the physician with the necessary related products and specialized consumables to enable him/her to complete the requirements of the Controlled Launch. The Controlled Launch is a program focused on procurement of services from physicians, does not contemplate an immediate sale and does not require the physician to purchase the CellFX System or other components. Therefore, the CellFX System and any unused component products remain the property of the Company throughout the Controlled Launch. Typically a participating physician completes his/her involvement in the Controlled Launch in 6 months to a year.

			

			2

		The Controlled Launch Program does allow participating physicians to elect to purchase the CellFX System at the end of the program by applying the accumulated credits to the purchase price. Once the purchase by the physician occurs, the Company accounts for the sale in the same manner as for any sales outside the Controlled Launch Program. We address other aspects of the accounting for the Controlled Launch Program in our response to question 3 below.

			

				 ·

			Tell us your basis for concluding the CUs represent a "good" vs. a "service" (e.g., not accompanied by subsequent Pulse Bio consultation regarding CUs necessary for a novel dermatological procedure). Tell us the nature/form of the CUs, how they are delivered to the customer and how unused CUs are stored.

			

			RESPONSE:

			

			The downloaded CUs reside on the customer’s console and the Company has no involvement when the physician performs treatments. The Company also does not provide consultations to physicians beyond basic information on how to operate the CellFX System. The system is substantially “plug and play” and can be operated out of the box as-is.

			

				 ·

			For sales of additional CUs outside the initial sale of the CellFX System, tell us, and clarify in future filings, why immediate revenue recognition at a point in time is appropriate upon delivery to the CellFX CloudConnect given the performance obligation does not appear to have been met until the customer redeems the CU upon performing a procedure.

			

			RESPONSE:

			CUs are delivered electronically within minutes of placing a reorder through the System console. The Company is not involved in any manner when the treatments are conducted and neither monitors nor can influence their timing. Connection to the Internet is not required for the console to perform a treatment. Therefore, we concluded our obligation to transfer CUs is satisfied at the time CUs are delivered electronically and not when they are used. The Company has reviewed its historical disclosures and will supplement footnote 9 to our consolidated financial statements in future filings with disclosure substantially similar to the following, subject to change based on changes in circumstances (the additional language has been underscored, the removed language stricken through):

			

			Performance Obligations

			

			CUs represent a distinct performance obligation which is satisfied when upon delivery of the CUs are made available for customers to download from the Company’s to CellFX CloudConnect, as customers can use purchased CUs at any time at their discretion, and the Company does not provide any ongoing service or other forms of involvement after the sale occurs.

			

			Performance Obligations, page 86

			

				 2.

			Disclose how you determine the transaction price. Refer to ASC 606-10-50-20.

			

			RESPONSE:

			

			In response to the Staff question, the Company has reviewed its historical disclosures and will supplement in future filings with disclosure substantially similar to the following, subject to change based on changes in circumstances (the additional language has been underscored, the removed language stricken through):

			

			9. Revenue

			

			…

			

			Transaction Price

			

			3

		The transaction price is the consideration to which the Company expects to be entitled to in exchange for providing the promised goods to customers. Customer orders placed for cash contemplate a fixed amount of consideration. Customer orders placed by physicians participating in the Controlled Launch when they elect to purchase the CellFX System are paid for via conversion of accumulated earned credits for prior services provided by the physicians under the terms of their participation in the Controlled Launch. For these transactions, the transaction price includes noncash consideration. The services rendered by the physicians are accounted for separately from the subsequent sales of the CellFX Systems because they are distinct from the system sales. They are distinct because they provide the Company with treatment data that can also be procured, and historically has been procured by the Company, without the corresponding system sales. This data is used by the Company to enhance marketing and promotion of its products.

			

			[The existing paragraph on allocation considerations will be relocated as noted below.]

			

			The Company evaluates the possible impact of variable consideration in determining the transaction price, in particular the possibility of future returns or credits. Sales agreements allow for a right of return only if the product does not conform to the agreed upon quality standards or if the product was shipped due to Company error. The Company anticipates such returns will be minimal and has made no adjustments to the transaction price for any estimated returns. The transaction price is determined at the time of the initial revenue recognition and updated each quarter for any changes in circumstances (e.g. changes in estimated return or credit rates).

			

			The Company has made an accounting policy election to exclude from the measurement of the transaction price all taxes which are imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.

			

			When there are multiple performance obligations present, the total transaction price shall be allocated to each of the performance obligations based upon the relative standalone selling price (“SSP”) of those performance obligations. The Company establishes SSPs based on multiple factors including, prices charged by the Company for similar offerings, product-specific business objectives, and the estimated cost to provide the performance obligation. However, upon the sale of a new CellFX System, all performance obligations are delivered concurrently and therefore there is no impact to revenue recognition timing, and the Company has determined allocations are not necessary. Should the customer purchase additional CUs, handpieces, or tips at a later time, those purchases will be made under separate purchase agreements, with all promised goods generally transferred at the same time,  containing only one performance obligation each, therefore no price allocation is necessary in that scenario either.

			

			Controlled Launch Agreements, page 87

			

				 3.

			You state on page 85 that as patient procedures and surveys are completed under the Controlled Launch, you accrue the value of credits earned by the participants in accrued expenses with a corresponding charge to sales and marketing expense. You state on page 55 that the majority of your revenue for the year-ended December 31, 2021 was recognized on a non-cash basis when Controlled Launch Program participants applied their earned credits towards the purchase of a CellFX System. You disaggregate your revenue on page 87 of the 10-K by product and disclose on page 85 the amount of the accrued liability related to the Controlled Launch that was relieved and recognized as revenue on a non-cash basis. Please address the following:

			

				 ·

			Provide us an analysis of the basis for your accounting treatment for the earned credits.

				 ·

			Help us understand your basis for recognizing revenue on the sale of the CellFX System that in substance has been provided "free-of-charge".

				 ·

			Tell us your accounting treatment and the basis thereof for relieving the accrued expenses for CellFX Systems included in the Controlled Launch Program. Separately discuss when the accrued expenses are relieved for a sale and for which a sale is not ultimately consummat

United States securities and exchange commission logo
May 25, 2022
Sandra Gardiner
Chief Financial Officer, Executive Vice President and Treasurer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, California 94545
Re:Pulse Biosciences, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-37744
Dear Ms. Gardiner:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Notes to the Consolidated Financial Statements
9. Revenue
Performance Obligations, page 86
1.You state that the Cycle Units (CUs) are credits that authorize the customer to perform a
procedure and that each procedure requires a specific number of CUs. Once the CUs are
reduced to zero, the customer is required to purchase additional CUs to perform additional
procedures. Please address the following with regard to your revenue recognition policy
for your Cycle Units:
•Tell us, and clarify in future filings, if the CUs are bundled together into a single
performance obligation when you record the initial sale of the CellFX System
pursuant to ASC 606-10-25-22. If such is the case, please tell us why recognition at a
point in time for the sale is appropriate given the CUs are utilized over time and the
System cannot be used without the CUs. Refer to ASC 606-10-25-27. In your

 FirstName LastNameSandra  Gardiner
 Comapany NamePulse Biosciences, Inc.
 May 25, 2022 Page 2
 FirstName LastNameSandra  Gardiner
Pulse Biosciences, Inc.
May 25, 2022
Page 2
analysis, please distinguish your accounting treatment between sales of the CellFX
Systems in and outside the Controlled Launch Program.
•Tell us your basis for concluding the CUs represent a "good" vs. a "service" (e.g. not
accompanied by subsequent Pulse Bio consultation regarding CUs necessary for a
novel dermatological procedure). Tell us the nature/form of the CUs, how they are
delivered to the customer and how unused CUs are stored.
•For sales of additional CUs outside the initial sale of the CellFX System, tell us, and
clarify in future filings, why immediate revenue recognition at a point in time is
appropriate upon delivery to the CellFX CloudConnect given the performance
obligation does not appear to have been met until the customer redeems the CU upon
performing a procedure.
Transaction Price, page 86
2.Disclose how you determine the transaction price. Refer to ASC 606-10-50-20.
Controlled Launch Agreements, page 87
3.You state on page 85 that as patient procedures and surveys are completed under the
Controlled Launch, you accrue the value of credits earned by the participants in accrued
expenses with a corresponding charge to sales and marketing expense. You state on page
55 that the majority of your revenue for the year-ended December 31, 2021 was
recognized on a non-cash basis when Controlled Launch Program participants applied
their earned credits towards the purchase of a CellFX System. You disaggregate your
revenue on page 87 of the 10-K by product and disclose on page 85 the amount of the
accrued liability related to the Controlled Launch that was relieved and recognized as
revenue on a non-cash basis. Please address the following:
•Provide us an analysis of the basis for your accounting treatment for the earned
credits.oHelp us understand your basis for recognizing revenue on the sale of the CellFX
System that in substance has been provided "free-of-charge".
oTell us your accounting treatment and the basis thereof for relieving the accrued
expenses for CellFX Systems included in the Controlled Launch Program.
Separately discuss when the accrued expenses are relieved for a sale and for
which a sale is not ultimately consummated.
oTell us the basis for initially recording the earned credits as sales and marketing
expenses. In this regard, we note on page 5 that you are expanding your clinical
studies to broaden the approved uses of the CellFX System. Reference key
terms in the contractual arrangements with the physicians and practices that
support your accounting as sales and marketing expense.
•Confirm that the customer has title to the CellFX System upon consummation of the
sale transaction. If the CellFX System may revert back to the company, tell us your
consideration of recording the portion of the sale relating to the System as a lease
pursuant to ASC 842.

 FirstName LastNameSandra  Gardiner
 Comapany NamePulse Biosciences, Inc.
 May 25, 2022 Page 3
 FirstName LastName
Sandra  Gardiner
Pulse Biosciences, Inc.
May 25, 2022
Page 3
•Notwithstanding the above, tell us why you believe recognizing the revenue recorded
on a non-cash basis in the same line item on the Statement of Operations as revenue
earned on a cash basis is appropriate.
•Tell us why the presentation of relieving the accrued expenses as Revenue is
appropriate when the cost of revenue was previously recorded as sales and marketing
expense. In addition, we note that revenue is being recorded without a related cost of
sales.
•Cite any applicable guidance you used in determining the accounting treatment.
            In closing, 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.
            You may contact Frank Wyman at 202-551-3660 or Mary Mast at 202-551-3613 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

			CORRESP

			PULSE BIOSCIENCES, INC.

			3957 Point Eden Way

			Hayward, California 94545

			

			September 13, 2021

			Via EDGAR

						

						U.S. Securities and Exchange Commission

						Division of Corporation Finance

						Office of Life Sciences

						100 F Street, NE

						Washington, D.C. 20549-3561

						Attention: Ms. Christine Westbrook

						

						Re:

						Pulse Biosciences, Inc.

						

						Registration Statement on Form S-3

						

						Filed September 3, 2021

						

						File No. 333-259330

						

						

						Acceleration Request

						

						Requested Date: September 15, 2021

						

						Requested Time: 4:00 p.m. Eastern Time

			

			Ladies and Gentlemen:

			

			Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-259330) (the “Registration Statement”), be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff of the Securities and Exchange Commission.

			

			The Company hereby authorizes Ken Stratton, the Company’s General Counsel, to make such request on the Company’s behalf.

			

			The Company requests that it be notified of the effectiveness of the Registration Statement by contacting Ken Stratton at (510) 905-1106 or ken.stratton@pulsebiosciences.com.

			

						

						

						Sincerely,

						PULSE BIOSCIENCES, INC.

						

						By:

						 /s/ Sandra A. Gardiner

						Sandra A. Gardiner

						Chief Financial Officer, Executive Vice President of Finance and Administration, Secretary and Treasurer

			

						

						cc:

						Darrin R. Uecker, Pulse Biosciences, Inc.

						

						Kenneth B. Stratton, Esq., Pulse Biosciences, Inc.

						

						Andrew D. Hoffman, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

			

United States securities and exchange commission logo
September 9, 2021
Darrin R. Uecker
Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545
Re:Pulse Biosciences, Inc.
Registration Statement on Form S-3
Filed September 3, 2021
File No. 333-259330
Dear Mr. Uecker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Christine Westbrook at 202-551-5019 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew D. Hoffman, Esq.

CORRESP
1
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			CORRESP

			PULSE BIOSCIENCES, INC.

			3957 Point Eden Way

			Hayward, California 94545

			

			August 19, 2020

			Via EDGAR

			U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, NE

			Washington, D.C. 20549-3561

						Attention:

						Ms. Laura Crotty

						

						Re:

						Pulse Biosciences, Inc.

						

						Registration Statement on Form S-3

						

						Filed August 14, 2020

						

						File No. 333-246346

						

						

						Acceleration Request

						

						Requested Date: August 21, 2020

						

						Requested Time: 4:00 p.m. Eastern Time

			

			Ladies and Gentlemen:

			Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-246346) (the “Registration Statement”), be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff of the Securities and Exchange Commission.

			The Company hereby authorizes Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, P.C., counsel for the Company, to make such request on the Company’s behalf.

			The Company requests that it be notified of the effectiveness of the Registration Statement by contacting Andrew D. Hoffman at (650) 849-3240 or ahoffman@wsgr.com.

			

			

						Sincerely,

						PULSE BIOSCIENCES, INC.

						

						By:

						 /s/ Sandra A. Gardiner

						Sandra A. Gardiner

						Chief Financial Officer, Executive Vice President of Finance and Administration, Secretary and Treasurer

			

			cc:Darrin R. Uecker, Pulse Biosciences, Inc.

			Andrew D. Hoffman, Esq., Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
August 18, 2020
Sandra Gardiner
Chief Financial Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, California 94545
Re:Pulse Biosciences, Inc.
Registration Statement on Form S-3
Filed August 14, 2020
File No. 333-246346
Dear Ms. Gardiner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Laura Crotty at (202) 551-7614 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew Hoffman

CORRESP
1
filename1.htm

            Wilson Sonsini Goodrich & Rosati

              Professional Corporation

            650 Page Mill Road

              Palo Alto, California 94304-1050

            o: 650.493.9300

              f: 650.493.6811

            Pulse Biosciences, Inc.

            Hayward, CA 94545

            (510) 906-4600

    May 7, 2020

    Via Edgar

    Securities and Exchange Commission

      Division of Corporation Finance

      Office of Life Sciences

      100 F Street, NE

      Washington, D.C. 20549-3561

      Attention:

      Mr. Jeffrey Gabor

      Ms. Celeste Murphy

    Re: Pulse Biosciences, Inc.

    Registration Statement on Form S-3

      Filed April 6, 2020

      File No. 333-237577

    Ladies and Gentlemen:

    On behalf of our client, Pulse Biosciences, Inc. (the “Company”), we submit this letter in response to a comment from the staff of the Securities and Exchange Commission (the
      “Staff”), discussed telephonically on May 6, 2020, regarding the above-referenced Registration Statement on Form S-3 (the “Form S-3”). Concurrent with this letter, we are filing an amended Registration Statement on Form S-3/A (“Amendment No. 4”). For
      your convenience, we have reproduced the Staff’s comment below in italics, followed by our response.

    Registration Statement on Form S-3 filed April 6, 2020, as amended

    Please include in your next pre-effective amendment all information not permitted to be omitted by Securities Act Rule 430A.  We note that you have omitted the total number
      of units and the number of units that holders will be entitled to purchase per subscription right.

    In response to the Staff’s comment, the Company has included in Amendment No. 4 all information that it is not entitled to omit under Rule 430A, including the total number of
      units issuable at the Initial Price (assuming all subscription rights are exercised) and the number of units that holders will be entitled to purchase per subscription right based upon shares outstanding as of the most recent practicable date. In
      accordance with Rule 430A, items dependent on the offering price and terms of the securities dependent on the offering date may be omitted from the form of prospectus filed as part of a registration statement that is declared effective.

    * * * * *

    If you wish to discuss the response being submitted herewith at any time, or if there is anything we can do to facilitate the Staff’s processing of the
      response, please feel free to contact me at (650) 849-3240 or ahoffman@wsgr.com.

            Sincerely,

            WILSON SONSINI GOODRICH & ROSATI

              Professional Corporation

            /s/ Andrew D. Hoffman

            Andrew D. Hoffman

    cc:

    Darrin R. Uecker, Chief Executive Officer of Pulse Biosciences, Inc.

     Sandra A. Gardiner, Chief Financial Officer of Pulse Biosciences, Inc.

      AUSTIN        BEIJING        BOSTON        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO

        SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

United States securities and exchange commission logo
May 7, 2020
Darrin R. Uecker
President, Chief Executive Officer and Director
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545
Re:Pulse Biosciences, Inc.
Amendment No. 4 to Registration Statement on Form S-3
Filed May 7, 2020
File No. 333-237577
Dear Mr. Uecker:
            We have reviewed your amended 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
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 these comments, we may have additional comments.
Amendment No. 4 to Registration Statement on Form S-3 filed May 7, 2020
Cover Page
1.We note your response to our oral comment issued May 6, 2020.  Although Rule 430A of
the Securities Act of 1933 permits registrants to omit certain pricing-related information
from a registration statement that is declared effective, your filing must include the
principal amount of securities to be offered in a pre-effective amendment. Accordingly,
revise your registration statement to disclose the total number of units you are registering,
rather than registering a dollar amount.  For guidance, refer to Question 227.02 of
Compliance and Disclosure Interpretations for Securities Act Rules.

 FirstName LastNameDarrin R. Uecker
 Comapany NamePulse Biosciences, Inc.
 May 7, 2020 Page 2
 FirstName LastName
Darrin R. Uecker
Pulse Biosciences, Inc.
May 7, 2020
Page 2
            You may contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew D. Hoffman, Esq.

CORRESP
1
filename1.htm

    PULSE BIOSCIENCES, INC.

    957 Point Eden Way

    Hayward, California 94545

    May 7, 2020

    Via EDGAR

    Securities and Exchange Commission

      Division of Corporation Finance

      Office of Life Sciences

      100 F Street, NE

    Washington, D.C. 20549-3561

            Attention:

            Mr. Jeffrey Gabor

            Ms. Celeste Murphy

            Re:

            Pulse Biosciences, Inc.

            Registration Statement on Form S-3

            Filed April 6, 2020

            File No. 333-237577

            Acceleration Request

            Requested Date: May 8, 2020

            Requested Time: 4:00 p.m. Eastern Time

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Company”) hereby requests that the
      above-referenced Registration Statement on Form S-3, as amended (File No. 333-237577) (the “Registration Statement”), be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such
      later time as the Company may request by telephone to the staff of the Securities and Exchange Commission.

    The Company hereby authorizes Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, P.C., counsel for the Company, to make such
      request on the Company’s behalf.

    The Company requests that it be notified of the effectiveness of the Registration Statement by contacting Andrew D. Hoffman at (650)
      849-3240 or ahoffman@wsgr.com.

            Sincerely,

            PULSE BIOSCIENCES, INC.

            By:

            /s/ Sandra A. Gardiner

            Sandra A. Gardiner

            Chief Financial Officer, Executive Vice President of Finance and Administration, Secretary and Treasurer

    cc:          Andrew D. Hoffman, Esq.,

    Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

    PULSE BIOSCIENCES, INC.

    957 Point Eden Way

    Hayward, California 94545

    April 24, 2020

    Via EDGAR

    Securities and Exchange Commission

      Division of Corporation Finance

      Office of Life Sciences

      100 F Street, NE

    Washington, D.C. 20549-3561

            Attention:

            Mr. Jeffrey Gabor

            Ms. Celeste Murphy

            Re:

            Pulse Biosciences, Inc.

            Registration Statement on Form S-3

            Filed April 6, 2020

            File No. 333-237577

            Withdrawal of Acceleration Request

      Ladies and Gentlemen:

      Pulse Biosciences, Inc. (the “Company”) hereby
        respectfully requests withdrawal of its acceleration request filed on April 22, 2020, relating to its Registration Statement on Form S-3 (File No. 333-237577) (the
          “Registration Statement”). The Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

      If you have any questions regarding the foregoing, please contact our counsel, Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, P.C., at (650) 849-3240 or ahoffman@wsgr.com.

            Sincerely,

            PULSE BIOSCIENCES, INC.

            By:

            /s/ Sandra A. Gardiner

          Sandra A. Gardiner

            Chief Financial Officer, Executive Vice President of Finance and Administration, Secretary and Treasurer

            cc:

            Andrew D. Hoffman, Esq.,

            Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

    PULSE BIOSCIENCES, INC.

    957 Point Eden Way

    Hayward, California 94545

    April 22, 2020

    Via EDGAR

    Securities and Exchange Commission

      Division of Corporation Finance

      Office of Life Sciences

      100 F Street, NE

    Washington, D.C. 20549-3561

            Attention:

            Mr. Jeffrey Gabor

            Ms. Celeste Murphy

            Re:

            Pulse Biosciences, Inc.

            Registration Statement on Form S-3

            Filed April 6, 2020

            File No. 333-237577

            Acceleration Request

            Requested Date: April 24, 2020

            Requested Time: 4:00 p.m. Eastern Time

    Ladies and Gentlemen:

    Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Company”) hereby requests that the above-referenced
      Registration Statement on Form S-3, as amended, (File No. 333-237577) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the
      Company may request by telephone to the staff of the Securities and Exchange Commission.

    The Company hereby authorizes Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, P.C., counsel for the Company, to make such request on the
      Company’s behalf.

    The Company requests that it be notified of the effectiveness of the Registration Statement by contacting Andrew D. Hoffman at (650) 849-3240 or
      ahoffman@wsgr.com.

            Sincerely,

            PULSE BIOSCIENCES, INC.

            By:

             /s/ Sandra A. Gardiner

            Sandra A. Gardiner

            Chief Financial Officer, Executive Vice President of Finance and Administration, Secretary and Treasurer

    cc:          Andrew D. Hoffman, Esq.,

    Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
1
filename1.htm

            Wilson Sonsini Goodrich & Rosati

              Professional Corporation

            650 Page Mill Road

              Palo Alto, California 94304-1050

            o: 650.493.9300

              f: 650.493.6811

            Pulse Biosciences, Inc.

              Hayward, CA 94545

              (510) 906-4600

    April 14, 2020

    Via Edgar

    Securities and Exchange Commission

      Division of Corporation Finance

      Office of Life Sciences

      100 F Street, NE

      Washington, D.C. 20549-3561

      Attention:

      Mr. Jeffrey Gabor

      Ms. Celeste Murphy

    Re: Pulse Biosciences, Inc.

    Registration Statement on Form S-3

      Filed April 6, 2020

      File No. 333-237577

    Ladies and Gentlemen:

    On behalf of our client, Pulse Biosciences, Inc. (the “Company”), we submit this letter in response to comments from the staff of the Securities and Exchange Commission (the “Staff”) contained in your letter dated April
      9, 2020 regarding the above-referenced Registration Statement on Form S-3 (the “Form S-3”). Concurrent with this letter, we are filing an amended Registration Statement on Form S-3/A (the “Form S-3/A”). For your convenience, we have reproduced the
      Staff’s comments below in italics, followed by our corresponding responses.

    Registration Statement on Form S-3 filed April 6, 2020

    General

    1. We note that Mr. Duggan beneficially owns approximately 43% of your outstanding common stock prior to this rights offering and has indicated that he intends to exercise all of his basic subscription rights and any
      over-subscription right to purchase additional shares of common stock that remain unsubscribed at the expiration of the rights offering, subject to availability. As a result, Mr. Duggan may acquire a majority of your common stock. Please provide us
      with an analysis of whether this rights offering is a transaction or series of transactions which has either a reasonable likelihood or a purpose of producing, either directly or indirectly, any of the effects described in Exchange Act Rule
      13e-3(a)(3)(ii). If you do not currently intend to take actions that would result in a going private effect as described in Exchange Act Rule 13e-3(a)(3)(ii), please confirm in your response letter and within the disclosure that the rights offering
      is not a transaction or series of transactions which has either a reasonable likelihood or a purpose of producing a “going private effect” as specified in Exchange Act Rule 13e-3.

      AUSTIN        BEIJING        BOSTON        BRUSSELS        HONG KONG        LONDON        LOS ANGELES        NEW YORK        PALO ALTO

        SAN DIEGO        SAN FRANCISCO        SEATTLE        SHANGHAI        WASHINGTON, DC        WILMINGTON, DE

      Securities and Exchange Commission

      April 14, 2020

      Page 2

    The Company respectfully acknowledges the Staff’s comment, and advises the Staff that it has reviewed the requirements of Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”). For the reasons set forth below, the Company has concluded that its rights offering does not and will not constitute a transaction or series of transactions which has either a reasonable likelihood or a purpose of producing, either directly or
      indirectly, a “going private effect” as specified in Rule 13e-3. The Company further confirms that it does not currently intend to take actions that would result in such a “going private effect.”  The Company has revised its disclosure in the Form
      S-3/A to indicate its conclusion as stated above.

    An issuer’s obligation to comply with Rule 13e-3 arises from its engagement in a Rule 13e-3 transaction (or series of transactions) which has either a reasonable likelihood or a purpose of producing, either directly
      or indirectly, any of the following effects: (A) causing any class of equity securities of the issuer which is subject to section 12(g) or section 15(d) of the Exchange Act to become eligible for termination of registration under Rule 12g-4 or Rule
      12h-6 promulgated under the Exchange Act, or causing the reporting obligations with respect to such class to become eligible for termination under Rule 12h-6 promulgated under the Exchange Act; or suspension under Rule 12h-3 promulgated under the
      Exchange Act or Section 15(d) of the Exchange Act; or (B) causing any class of equity securities of the issuer which is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of a registered
      national securities association to be neither listed on any national securities exchange nor authorized to be quoted on an inter-dealer quotation system of any registered national securities association.

    As further detailed below, the Company respectfully submits that the purpose of the rights offering is to raise additional capital for the Company, and the rights offering is neither reasonably likely to produce, nor
      intended to produce, the effects set forth in Rule 13e-3(a)(3)(ii)(A) or (B).

    In connection with the rights offering, all stockholders of the Company who were holders on the record date to be determined by the Company (the “Record Date”) will receive one non-transferable subscription right for
      each share of the Company’s common stock that it owned as of the Record Date (the “Basic Subscription Right”). In addition, the over-subscription right in the rights offering (the “Over-Subscription Right”) further provides stockholders that exercise
      all of their Basic Subscription Rights the opportunity to purchase the shares that are not purchased by other stockholders. Both the Basic Subscription Right and the Over-Subscription Right are non-transferable unless required by operation of law.
      Given the structure of the rights offering, the number of stockholders of the Company will not change due to the right offering, regardless of the level of participation in the rights offering by Mr. Duggan (or any other stockholder of the Company),
      and whether or not Mr. Duggan acquires a majority of the outstanding shares of the Company’s common stock. In fact, the rights offering itself will have the effect of the Company’s existing stockholders either maintaining or increasing the number of
      shares of the Company’s common stock that they hold, depending on whether and to what extent they choose to participate in the rights offering.

        Securities and Exchange Commission

        April 14, 2020

        Page 3

    As a result of the structure of the rights offering, it will not cause the reporting obligations with respect to the Company’s common stock to become eligible for suspension under Rule 12h-3 for the following reasons: (i) as noted above, the number of recordholders of the Company following the rights offering will not change due to the rights offering and accordingly will not be reduced to less than 300 persons
        (and the Company hereby confirms that its total assets have exceeded $10 million on the last day of each of the Company’s three most recent fiscal years), and (ii) the Company’s common stock will not be deregistered pursuant to Section 12(d) of the
        Exchange Act. In addition, Section 15(d) of the Exchange Act is currently inapplicable as the Company’s common stock is, and will continue to be, registered pursuant to Section 12 of the Exchange Act, and Rule 12h-6 is inapplicable as the Company
        is not a foreign private issuer.

    The Company’s common stock is listed on the Nasdaq Capital Market and the Company intends to maintain such listing following completion of the rights offering. As noted above, the number
        of stockholders of the Company will not change due to the rights offering and accordingly will not be reduced below the 300 public holders required for continued listed on the Nasdaq Capital Market. Furthermore, the Company expects that it will
        also continue to satisfy the other continued listed requirements of Nasdaq to remain listed on the Nasdaq Capital Market.

    * * * * *

    If you wish to discuss the responses being submitted herewith at any time, or if there is anything we can do to facilitate the Staff’s processing of the responses, please feel free to contact me at
      (650) 849-3240 or ahoffman@wsgr.com.

            Sincerely,

            WILSON SONSINI GOODRICH & ROSATI

              Professional Corporation

            /s/ Andrew D. Hoffman

            Andrew D. Hoffman

    cc:

    Darrin R. Uecker, Chief Executive Officer of Pulse Biosciences, Inc.

    Sandra A. Gardiner, Chief Financial Officer of Pulse Biosciences, Inc.

April 9, 2020
Darrin R. Uecker
President, Chief Executive Officer and Director
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545
Re:Pulse Biosciences, Inc.
Registration Statement on Form S-3
Filed April 6, 2020
File No. 333-237577
Dear Mr. Uecker:
            We have limited our review of your registration statement to those issues we have
addressed in our comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our 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 comment, we may have additional comments.
Registration Statement on Form S-3 filed April 6, 2020
General
1.We note that Mr. Duggan beneficially owns approximately 43% of your outstanding
common stock prior to this rights offering and has indicated that he intends to exercise all
of his basic subscription rights and any over-subscription right to purchase additional
shares of common stock that remain unsubscribed at the expiration of the rights offering,
subject to availability.  As a result, Mr. Duggan may acquire a majority of your common
stock.  Please provide us with an analysis of whether this rights offering is a transaction or
series of transactions which has either a reasonable likelihood or a purpose of producing,
either directly or indirectly, any of the effects described in Exchange Act Rule 13e-
3(a)(3)(ii).  If you do not currently intend to take actions that would result in a going
private effect as described in Exchange Act Rule 13e-3(a)(3)(ii), please confirm in your
response letter and within the disclosure that the rights offering is not a transaction or

 FirstName LastNameDarrin R. Uecker
 Comapany NamePulse Biosciences, Inc.
 April 9, 2020 Page 2
 FirstName LastName
Darrin R. Uecker
Pulse Biosciences, Inc.
April 9, 2020
Page 2
series of transactions which has either a reasonable likelihood or a purpose of producing a
“going private effect” as specified in Exchange Act Rule 13e-3.
            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.
            You may contact Jeffrey Gabor at 202-551-2544 or Celeste Murphy at 202-551-3257
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Andrew D. Hoffman, Esq.

September 11, 2019
Brian Dow
Chief Financial Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545
Re:Pulse Biosciences, Inc.
Form 10-K for the Year Ended December 31, 2018
Filed March 14, 2019
File No. 001-37744
Dear Mr. Dow:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
1
filename1.htm

			Response Letter

			September 10, 2019

			

			VIA EDGAR

			

			U.S. Securities and Exchange Commission

			Division of Corporation Finance

			100 F Street, N.E.

			Washington, D.C. 20549

			

			Attention:          Tara Harkins

			                             Martin James

			

			Re:                       Pulse Biosciences, Inc.

			Form 10-K for the Year Ended December 31, 2018

			Filed March 14, 2019

			Form 10-Q for the Quarterly Period Ended June 30, 2019

			Filed August 8, 2019

			File No. 001-37744

			

			Dear Ms. Harkins and Mr. James:

			

			Pulse Biosciences, Inc. (the “Company”) submits this letter in response to comments from the staff (the “Staff”) of the Securities and Exchange Commission received by letter dated September 5, 2019 relating to the Company’s Form 10-Qs for each of the quarters ended March 31, 2019 and June 30, 2019.

			

			To facilitate your review, we have reproduced below the Staff’s comments in bold italics followed by the Company’s response to the Staff’s comments.

			

			Form 10-Q for the Quarterly Period Ended June 30, 2019

			

			Item 6. Exhibits

			Exhibits 31.1 and 31.2, page 55

			

			1. We note that the certifications provided do not include the language relating your internal control over financial reporting in paragraph 4 and do not include paragraph 4(b) in its entirety, although you are now beyond the transition period that allows this omission. Please amend the filing to provide revised certifications that include the required information. You may file an abbreviated amendment that is limited to the cover page, explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certifications. Refer to Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K. This comment also applies to your Form 10-Q for the period ended March 31, 2019.

			Response: The Company intends to file, concurrently with this letter, a Form 10-Q/A for each of the quarters ended March 31, 2019 and June 30, 2019 to amend the certifications contained in Exhibits 31.1 and 31.2 to provide the requisite information. The Company advises the Staff that it intends to include the required certifications in its future filings.

			

			* * * * *

			

			Please direct any questions or comments to Brian Dow at (510) 906-466.

			

						

						

						Very truly yours,

						

						

						PULSE BIOSCIENCES, INC.

						

						

						

						

						/s/ Brian B. Dow

						

						Brian B. Dow

						

						Senior Vice President and Chief Financial Officer

						

						cc:    Andrew D. Hoffman, Wilson Sonsini Goodrich & Rosati

			

September 5, 2019
Brian Dow
Chief Financial Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545
Re:Pulse Biosciences, Inc.
Form 10-K for the Year Ended December 31, 2018
Filed March 14, 2019
Form 10-Q for the Quarterly Period Ended June 30, 2019
Filed August 8, 2019
File No. 001-37744
Dear Mr. Dow:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.  In our comments, we may ask you to provide us
with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-Q for the Quarterly Period Ended June 30, 2019
Item 6. Exhibits
Exhibits 31.1 and 31.2, page 55
1.We note that the certifications provided do not include the language relating your internal
control over financial reporting in paragraph 4 and do not include paragraph 4(b) in its
entirety, although you are now beyond the transition period that allows this omission.
Please amend the filing to provide revised certifications that include the required
information. You may file an abbreviated amendment that is limited to the cover page,
explanatory note, signature page and paragraphs 1, 2, 4 and 5 of the certifications. Refer to
Exchange Act Rule 13a-14(a) and Item 601(b)(31) of Regulation S-K.  This comment also
applies to your Form 10-Q for the period ended March 31, 2019.

 FirstName LastNameBrian  Dow
 Comapany NamePulse Biosciences, Inc.
 September 5, 2019 Page 2
 FirstName LastName
Brian  Dow
Pulse Biosciences, Inc.
September 5, 2019
Page 2
            In closing, 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.
            You may contact Tara Harkins at (202)-551-3639 or  Martin James, Senior Assistant
Chief Accountant, at (202)-551-3671 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

November 1, 2018
Darrin R. Uecker
President and Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, California 94545
Re:Pulse Biosciences, Inc.
Registration Statement on Form S-3
Filed October 25, 2018
File No. 333-227974
Dear Mr. Uecker:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tim Buchmiller, staff attorney, at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Andrew D. Hoffman, Esq.

CORRESP
1
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			SEC Acceleration Request (11-2-2018)

			November 2, 2018

			

			Via EDGAR

			

						

						U.S. Securities and Exchange Commission

						Division of Corporation Finance

						100 F Street, N.E.

						Washington, D.C. 20549-3720

						Attention:

						Amanda Ravitz

						

						Timothy Buchmiller

			

			

						

						Re:

						Pulse Biosciences, Inc.

						

						Registration Statement on Form S-3

						

						Filed October 25, 2018

						

						File No. 333-227974

			Acceleration Request

			

						

						

						Requested Date:

						November 6, 2018

						

						Requested Time:

						4:00 PM Eastern Time

			

			Ladies and Gentlemen:

			Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-227974) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

			The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at (650) 849-3240.

			Please direct any questions or comments regarding this acceleration request to Andrew D. Hoffman at (650) 849-3240.

			

			*****

			Securities and Exchange Commission

			Re: Pulse Biosciences, Inc.

			November 2, 2018

			Page 2

			

			

						

						

						Sincerely,

						

						

						PULSE BIOSCIENCES, INC.

						

						

						

						By:

						/s/ Brian B. Dow

						

						Brian B. Dow

						

						Senior Vice President and Chief Financial Officer

			

			

						

						

						cc:

						Andrew D. Hoffman, Esq.

						

						

						Wilson Sonsini Goodrich & Rosati, Professional Corporation

			

			

			

CORRESP
1
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			SEC Acceleration Request (5-17-2018)

			May 17, 2018

			

			Via EDGAR

			

						

						U.S. Securities and Exchange Commission

						Division of Corporation Finance

						100 F Street, N.E.

						Washington, D.C. 20549-3720

						Attention:

						Amanda Ravitz

						

						Heather Percival

			

			

						

						Re:

						Pulse Biosciences, Inc.

						

						Registration Statement on Form S-3

						

						Filed May 17, 2018

						

						File No. 333-224800

			Acceleration Request

			

						

						

						Requested Date:

						May 21, 2018

						

						Requested Time:

						4:00 PM Eastern Time

			

			Ladies and Gentlemen:

			Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-224800) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”). The Company hereby authorizes Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

			The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at (650) 849-3240.

			Please direct any questions or comments regarding this acceleration request to Andrew D. Hoffman at (650) 849-3240.

			

			*****

			Securities and Exchange Commission

			Re: Pulse Biosciences, Inc.

			May 17, 2018

			Page 2

			

			

						

						

						Sincerely,

						

						

						PULSE BIOSCIENCES, INC.

						

						

						

						By:

						/s/ Brian B. Dow

						

						Brian B. Dow

						

						Senior Vice President and Chief Financial Officer

			

			

						

						

						cc:

						Andrew D. Hoffman, Esq.

						

						

						Wilson Sonsini Goodrich & Rosati, Professional Corporation

			

			

			

Mail Stop 3030
May 16, 2018

Via E -mail
Darrin R. Uecker
President and Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, CA 94545

Re: Pulse Biosciences, Inc.
  Registration Statement on Form S-3
Filed  May 9, 2018
  File No.  333-224800

Dear Mr. Uecker :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Caleb French  at (202) 551 -6947  with any questions.

Sincerely,

 /s/ Caleb French for

 Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Andrew D. Hoffman, Esq.
 Wilson Sonsini Goodrich & Rosati, P.C.

CORRESP
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			Resale S-3 - Acceleration Request Letter

			July 7, 2017

			

			Via EDGAR

			

						

						U.S. Securities and Exchange Commission

						Division of Corporation Finance

						100 F Street, N.E.

						Washington, D.C. 20549-3720

						Attention:

						Amanda Ravitz

						

						Heather Percival

			

						

						

						Re:

						Pulse Biosciences, Inc.

						

						Registration Statement on Form S-3

						

						Filed June 30, 2017

						

						File No.  333-219096

			Acceleration Request

						

						

						Requested Date:

						July 11, 2017

						

						Requested Time:

						4:00 PM Eastern Time

			

			Ladies and Gentlemen:

			Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-219096) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”).  The Company hereby authorizes Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

			The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at (650) 849-3240.  Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Andrew D. Hoffman via facsimile at (650) 493-6811.

			Please direct any questions or comments regarding this acceleration request to Andrew D. Hoffman at (650) 849-3240.

			

			*****

			

			Securities and Exchange Commission

			Re: Pulse Biosciences, Inc.

			July 7, 2017

			Page 2

		

			

			

						

						

						Sincerely,

						

						

						PULSE BIOSCIENCES, INC.

						

						

						

						By:

						/s/ Brian B. Dow

						

						Brian B. Dow

						

						Senior Vice President and Chief Financial Officer

			

			

						

						cc:

						Andrew D. Hoffman, Esq.

						

						Wilson Sonsini Goodrich & Rosati, Professional Corporation

			

CORRESP
1
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			Universal S-3 - Acceleration Request Letter

			July 7, 2017

			

			Via EDGAR

			

						

						U.S. Securities and Exchange Commission

						Division of Corporation Finance

						100 F Street, N.E.

						Washington, D.C. 20549-3720

						Attention:

						Amanda Ravitz

						

						Heather Percival

			

						

						

						Re:

						Pulse Biosciences, Inc.

						

						Registration Statement on Form S-3

						

						Filed June 30, 2017

						

						File No.  333-219104

			Acceleration Request

						

						

						Requested Date:

						July 11, 2017

						

						Requested Time:

						4:00 PM Eastern Time

			Ladies and Gentlemen:

			Pursuant to Rule 461 under the Securities Act of 1933, as amended, Pulse Biosciences, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File No. 333-219104) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable, or at such later time as the Company may request by telephone to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”).  The Company hereby authorizes Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, Professional Corporation, counsel for the Company, to make such request on the Company’s behalf.

			The Company requests that it be notified of the effectiveness of the Registration Statement by telephone to Andrew D. Hoffman of Wilson Sonsini Goodrich & Rosati, Professional Corporation, at (650) 849-3240.  Please also provide a copy of the Commission’s order declaring the Registration Statement effective to Andrew D. Hoffman via facsimile at (650) 493-6811.

			Please direct any questions or comments regarding this acceleration request to Andrew D. Hoffman at (650) 849-3240.

			

			*****

			

			

			Securities and Exchange Commission

			Re: Pulse Biosciences, Inc.

			July 7, 2017

			Page 2

		

			

						

						

						Sincerely,

						

						

						PULSE BIOSCIENCES, INC.

						

						

						

						By:

						/s/ Brian B. Dow

						

						Brian B. Dow

						

						Senior Vice President and Chief Financial Officer

			

			

						

						cc:

						Andrew D. Hoffman, Esq.

						

						Wilson Sonsini Goodrich & Rosati, Professional Corporation

			

Mail Stop 3030
July 6, 2017

Via E -mail
Darrin R. Uecker
Chief Executive Officer
Pulse Biosciences, Inc.
3957 Point Eden Way
Hayward, California 94545

Re: Pulse Biosciences, Inc.
  Registration Statement on Form S-3
Filed  June 30, 2017
  File No.  333-219104

Dear Mr. Uecker :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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.

Please  contact Heather Percival  at (202) 551 -3498  with any questions.

Sincerely,

 /s/ Heather Percival for

Amanda Ravitz
Assistant Director
Office of Electronics and Machinery

cc: Andrew D. Hoffman
 Wilson Sonsini Goodrich & Rosati,  P.C.

CORRESP
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CORRESP

 MDB Capital Group LLC

2425 Cedar Springs Road

 Dallas,
Texas 75201

 May 10, 2016

 Via EDGAR
transmission

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Pulse Biosciences, Inc.

Registration Statement on Form S-1

Registration No. 333-208694

 Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we, the representative of the several underwriters, wish to advise you that
1,241 copies of the Preliminary Prospectus dated March 28, 2016 were distributed as follows:

•

308 copies to institutions; and

•

933 copies to individuals.

 The undersigned, as representative of the several underwriters,
has and will, and each underwriter and dealer has advised the undersigned that it has and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

The several underwriters have adequate capital to underwrite a “firm commitment.”

Very truly yours,

MDB CAPITAL GROUP LLC

By:

/s/ Gary Schuman

Name: Gary Schuman

Title: CFO & CCO

CORRESP
1
filename1.htm

CORRESP

 MDB Capital Group LLC

2425 Cedar Springs Road

 Dallas,
Texas 75201

 May 10, 2016

 Via EDGAR
transmission

 U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
Pulse Biosciences, Inc.

Registration Statement on Form S-1

Registration No. 333-208694

 Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we, as representative of the several underwriters, pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 2:00 p.m., Washington, D.C. time, on
May 13, 2016, or as soon thereafter as practicable.

Very truly yours,

MDB CAPITAL GROUP LLC

By:

/s/ Gary Schuman

Name: Gary Schuman

Title: CFO & CCO

CORRESP
1
filename1.htm

CORRESP

 Pulse Biosciences, Inc.

849 Mitten Road, Suite 104

Burlingame, CA 94010

 May 10, 2016

 Via EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Tom Jones

Re:
Pulse Biosciences, Inc.

Registration Statement on Form S-1

Registration No. 333-208694

 Ladies and Gentlemen:

In connection with the above referenced Registration Statement, Pulse Biosciences, Inc. (the “Company”) hereby requests, pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effective date of said Registration Statement to 2:00 p.m. on May 13, 2016, or as soon thereafter as practicable.

In connection with the Registration Statement, the Company acknowledges that:

(1) 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;

 (2) 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 the adequacy and accuracy of the disclosure in the filing; and

(3) the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under
the federal securities law of the United States.

Pulse Biosciences, Inc

By:

/s/ Brian B. Dow

Brian B. Dow,

Chief Financial Officer

Mail Stop 3030
        April 15, 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.
 Amendment No. 2 to Registration Statement on Form S -1
Filed March 28, 2016
  File No. 333 -208694

Dear Mr. Uecker :

We have reviewed your amended 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 t o 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 these comments, we may have a dditional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 21, 2016 letter.

Prospectus Summary, page 1

1. We are unable to agree with your response to prior comment 5 given the tests appear to
be in order to  pursue regulatory clearance for your system rather than for marketing.
Please revise your disclosure to highlight the limited nature of certain of the referenced
studies and trials.

Business, page 26

2. Please tell us why you do include in this section disclosure required by Item 101(a) of
Regulation S -K regarding your relationship with Electroblate, Inc.

Darrin R. Uecker
Pulse Biosciences, Inc.
April 15, 2016
Page 2

 Exhibit s

3. We are unable to agree with your response to prior comment 13 given the agreement was
performed in part after you filed the registration statement on December 22, 2015.  File
as an exhibit the research and funding agreement mentioned on page 40.

Exhibit 5.1

4. The opinion that you file to satisfy your obligations under Regulation S -K Item 60 1(b)(5)
may not assume conclusions of law that are a necessary requirement of the ultimate
opinion nor may it assume any of the material facts underlying the opinion or facts that
are readily ascertainable. We note the last two sentences of the second para graph of the
exhibit that you filed.  Please file an opinion that is revised as appropriate.

You may contact David Burton at (202) 551 -3640 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551 -3662  if you have questions regarding comments on the financi al statements
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.

CORRESP
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CORRESP

 Attorneys at Law | 437 Madison Ave., New York, NY 10022-7020

T(212) 907-7300 | F(212) 754-0330 | www.golenbock.com

March 28, 2016

 Via Edgar

 Amanda Ravitz

Assistant Director

 Office of Electronics and Machinery

United States Securities and Exchange Commission

 Washington,
D.C. 20549

Re:
Pulse Biosciences, Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed March 7, 2016

File No. 333-208694

 Dear Ms. Ravitz:

Our client, Pulse Biosciences, Inc., (the “Company”), has forwarded to me your letter to the Company of March 21, 2016, in which
you set forth several comments. I am responding to the comments on behalf of the Company. Each of the comments is reproduced below with the Company’s response thereafter.

If you have further questions about this response, please forward them to me as well as to the Company. My email address is
ahudders@golenbock.com, and my telephone number is 212-907-7349.

 Prospectus Summary, page 1

1.
Please provide us with copies of the documents mentioned in the footnotes on pages 1-3 and in the footnotes that now appear on pages 26-30 as we requested in the second sentence of prior comment 4.

Response:

 Supplementally, we have
provided the requested document copies that are noted in the footnotes on pages 1-3 and 26-30, and highlighted the relevant supporting information in the documents for the statements in the prospectus. These are being sent directly to you by Fed Ex.

2.
 We note your response to prior comment 5. Revise the disclosure in the first full paragraph on page 2 to disclose which footnotes throughout your
document are related to

studies and papers authored by Dr. Nuccitelli. Also, ensure that you have disclosed the relationship between you and the authors mentioned in the footnotes throughout your document. For
example, we note the reference to “Nuccitelli P.” in footnote (3) on page 2, footnote (19) on page 28 and footnote (30) on page 30.

Response:

 We have added to the
disclosure on page 2 to indicate the footnotes where articles by Dr. Nuccitelli and his wife, Patricia Nuccitelli, are identified. The company, in the text, has noted statements that are based on the work of Dr. Nuccitelli.

3.
We note your response to prior comment 7. Please revise the disclosure about “pre-clinical data” mentioned in the second paragraph on page 1 to remove any implication that the data is the result of your
studies. Also, revise the disclosure about “Animal studies” mentioned in the second paragraph on page 26, “Animal trials have suggested” mentioned in the penultimate paragraph on page 27 and “Existing animal data
suggest” mentioned in the last paragraph on page 27 to remove any implication that the data is the result of your studies.

Response:

 The Company has added
information to identify that the discussion in our document includes citations to work performed by others. The Company believes that citing data generated independent of the Company, and presented in peer reviewed scientific papers, is valuable to
investors, because unaffiliated, peer reviewed data provides corroboration of the Company’s hypothesis’ surrounding its core technology.

An advantage of peer-reviewed papers is that one or more other people in the field of study have examined the research performed and
independently concluded that the paper is suitable for publication. The peer-review process is intended to ensure conclusions drawn are well supported by evidence and that enough information is contained for experiments to be repeated and the
results verified. In addition, the process verifies that the author has discussed and explained contradictory theories and considered whether the results obtained can be applied generally or only narrowly due to carefully chosen specific
experiments. The criteria by which a paper can be judged as suitable can vary, but usually includes; technical accuracy, significance of the data, relevance, timeliness, etc. This process intends to provide the reader with confidence in the level of
quality of the research performed. Again, we believe the peer-reviewed data are complimentary to the work performed by the Company and valuable to potential investors.

4.
Refer to your discussion of 510(k) clearance on page 4. Please revise further so an investor may understand why their might exist a “predicate device” for these purposes, in light of your disclosure elsewhere
that you believe your device is the first or only device to perform the functions described in your prospectus.

 Response:

The term “predicate device” as defined in FDA guidance is a substantial equivalence test with two principal pillars; the device must
have 1) the same intended use as the predicate device and 2) the same technological characteristics or different technological characteristics that do not raise different questions of safety and effectiveness than the predicate device. We believe
our technology is the first ablation technology to utilize nano-pulse electro-signaling; however, our planned product meets the criteria for substantial equivalence as defined by the Agency.

We point to our discussion in the Registration Statement for a discussion of this topic:

“510(k) pathway

… “Substantial equivalence” means that the proposed device or product has the same intended use as the predicate
device and the same or similar technological characteristics and the information submitted in the 510(k) demonstrates that the proposed device is as safe and effective as the predicate device, and the proposed device does not raise different
questions of safety and effectiveness than the predicate device.”

5.
We note your response to our prior comment 9. Please revise further to discuss the limited nature of certain of the referenced studies and trials. For example, we note the limited subject pool of several of the studies.

 Response:

 The
Company does not believe that the referenced studies and trials were limited beyond their pre-clinical nature. The use of animals for testing new medical devices for tumor ablation is strictly regulated by the NIH Office of Laboratory Animal
Welfare. All animal experiments must be reviewed and approved by our Institutional Animal Care and Use Committee. For every experiment the Company must provide statistical justification of the number of animals used with the overriding principle of
using the minimal number of animals to obtain a statistically significant result with a power of at least 0.8. For most experiments using a strong ablation method such as ours, this power can be obtained using a small pool of subjects, such as an N
of 10 experimental animals and 10 controls. We believe that the studies and trials performed were statistically powered to achieve scientifically meaningful data and the pool of subjects in the studies was appropriate in accordance with prevailing
scientific standards.

 Because we and one of our licensors have used federal funding, page 11

6.
We note your response to prior comment 13. Please remove the disclosure in the sixth sentence in this risk factor that mitigates the risk.

Response:

 The sentence about
mitigation has been removed from the risk factor.

 License and Other Agreements, page 37

7.
We note your response to prior comment 17. Please tell us with specificity where the provision concerning the milestone mentioned in the fifth paragraph of this section appears in your license agreement with ODURF and
EVMS.

 Response:

The milestone appears in Exhibit C to the License agreement with ODURF and EVMS. The company will add that exhibit to the form of license
agreement and seek confidential treatment with respect to the milestones consistent with the public disclosure and regulation. The company points out that all but the last milestone, which is discussed in the prospectus, have been satisfied.

Executive Employment Agreements, page 68

8.
Please tell us why you did not include in this filing the disclosure regarding Dr. Richard Nuccitelli that appeared on page 71 of your prior filing.

Response:

 The discussion about
Dr. Nuccitelli’s employment agreement was excluded because Dr. Nuccitelli is not a “named executive officer” of the company in accordance with SEC regulations. The content of the deleted paragraph has been added to the
section on related party transactions.

 Related Party Transactions, page 70

9.
Please tell us with specificity where you included the disclosure in response to prior comment 26 regarding proceeds of this offering to be used to pay the amounts owed to the related parties.

Response:

 The related party
disclosures have been updated to reflect the amount anticipated to be paid to related parties.

 No amount of the proceeds will be used to
pay The Frank Reidy Research Center under the Research and Funding Agreement. During the year ended December 31, 2015, the company paid $1,036,364 related to the various task orders, and in the months of January and February paid the final
$163,636 due. The full amount of the contract amount, $1,200,000 has been fully paid, and currently, there are no additional tasks to be undertaken by the Reidy Center for the company.

Principal Stockholders, page 72

10.
Refer to footnote (2). Tell us how you determined it was appropriate to exclude the shares underlying options from the table.

 Response:

The company has disclosed in the second paragraph of the section “Principal Stockholders” the following sentences: “The SEC
has defined “beneficial ownership” to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if he owns it, but also if he has the power (solely or shared) to vote, sell or otherwise
dispose of the share. Beneficial ownership also includes the number of shares that a person has the right to acquire within 60 days of the date of this prospectus, pursuant to the exercise of options or warrants or the conversion of notes,
debentures or other indebtedness.”

 The company respectfully believes that this disclosure is adequate to indicate the shares
that are included in the table, and the footnote disclosure of the additional shares that may vest in the future and become beneficially owned as defined by the SEC regulation is supplemental, helpful, investor information. The table is updated as
the company files amendments, and the corresponding date for the data is updated as well.

 Therefore, there is no change to the footnotes
to the table of Principal Stockholders.

 Underwriting Discounts and Expenses, page 88

11.
Tell us whether you considered whether the rights offering should be valued and included in underwriting compensation.

Response:

 The provision of the
rights offering is an obligation of the company to make an offering to its then stockholders at the future time it plans on making an offering of securities that are themselves common stock or a derivative of common stock. There are certain
exceptions to this obligation, which are stated in the prospectus. The rights offering requirement is with respect to any offering, private or public, by the company, which is not excepted. It relates to any form of security that the company may
develop as the offered instrument, as long as it is or has a component of common stock. This security must first be offered to the stockholders as a rights offering. The obligation does not require the company to engage MDB Capital Group LLC or
Feltl and Company, Inc. to act in any capacity with respect to the rights offering, such as a standby underwriter, placement agent, solicitation agent or information agent. Actually, the company can conduct the entire rights offering on its own,
without the facilities of an underwriter or other FINRA member. We have also been informed that this term of the underwriting agreement is not an element of compensation to the underwriters of this proposed offering. Therefore, there is no
requirement of the rights offering provision to be valued or included in underwriting compensation.

 Report of Independent Registered Accounting Firm,
page F-2

12.
 We note that the report of your independent auditor is not signed. Please amend your filing to include a signed audit report. Refer to Rule 2-02(a)(2)
of Regulation S-X and

Item 302 of Regulation S-T which provides guidance on including signatures in electronic filings.

Response:

 The newly filed report
of the independent auditor has been duly indicated in the filing as signed. The report had been signed, and the omission of the conformed signature was an error.

Exhibits

13.
We note your response to prior comment 29. Please file as an exhibit the research and funding agreement mentioned on page 39.

Response:

 As noted above, the
Reidy Center agreement for research has been fully performed and has been fully paid. Therefore, no amount of the proceeds of the offering will be used to make the payments due thereunder. The company has not commissioned any further research
engagements from the Reidy Center at this time, and cannot currently predict if it will have further engagements requiring the research capabilities of the Reidy Center.

The company considers the Reidy Center agreement to be one entered into in the ordinary course of business. It is typical that the company in
the medical fields will engage research institutes of one kind or another to conduct defined research and experimentation. There are many of these sorts of entities that exist to conduct third-party research, which include educational institutions,
medical centers and private research institutions. In the areas relevant to the company there are many different research organizations that can be employed, which will depend on the research to be undertaken. For example, there are those that can
deal with nanopulse and other electrical pulse research, human and veterinary oncology, dermatological ablation, etc. The company anticipates engaging different research institutions from time to time as it implements its product development and
then pursues its clinical research.

 Based on the forgoing, the fact that the agreement is fully performed and the fact that this is a
common form of agreement that the company will enter into from time to time, and the fact that the amount of funding was a portion of the overall assets of the company when the agreement was made and performed and there could have been other
research facilities available to perform the research, the company takes the position that it is an agreement entered into in the ordinary course.

Sincerely,

/s/ Andrew D. Hudders

 Andrew D. Hudders

 Golenbock Eiseman Assor
Bell & Peskoe LLP

Mail Stop 3030
        March 21, 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.
 Amendment No. 1 to Registration Statement on Form S -1
Filed March 7, 2016
  File No. 333 -208694

Dear Mr. Uecker :

We have reviewed your amended 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 t o 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 these comments, we may have a dditional comments.  Unless we note
otherwise, our references to prior comments are to comments in our January 18, 2016 letter.

Prospectus Summary, page 1

1. Please provide us with copies of the documents mentioned in the footnotes on pages 1 -3
and in the footnotes that now appear on pages 26 -30 as we requested in the second
sentence of prior comment 4.

2. We note your response to prior comment 5.  Revise the disclosure in the first full
paragraph on page 2 to disclose which footnotes throughou t your document are related to
studies and papers authored by Dr. Nuccitelli.  Also, ensure that you have disclose d the
relationship between you and the authors  mentioned in the footnotes throughout your
document.  For example, we note the reference to “Nu ccitelli P.” in footnote  (3) on page
2, footnote (19) on page 28 and footnote (30) on page 30.

Darrin R. Uecker
Pulse Biosciences, Inc.
March 21, 2016
Page 2

 3. We note your response to prior comment 7.  Please revise the disclosure about “pre -
clinical data” mentioned in the second paragraph on page 1 to remove any implication
that the data is the result of your studies.  Also, revise the disclosure about “Animal
studies” mentioned in the second paragraph on page 26, “Animal trials have suggested”
mentioned in the penultimate paragraph on page 27 and “Existing animal  data suggest”
mentioned in the last paragraph on page 27 to remove any implication that the data is the
result of your studies.

4. Refer to your discussion of 510(k) clearance on page 4.  Please revise further so an
investor may understand why their might exist a “predicate device” for these purposes, in
light of your disclosure elsewhere that you believe your device is the first or only device
to perform the functions described in your prospectus.

5. We note your response to our prior comment 9.  Please revi se further to discuss the
limited nature of certain of the referenced studies and trials.  For example, we note the
limited subject pool of several of the studies.

Because we and one of our licensors have used federal funding, page 11

6. We note your respon se to prior comment 13.  Please remove the disclosure in the sixth
sentence in this risk factor that mitigates the risk.

License and Other Agreements, page 37

7. We note your response to prior comment 17.  Please tell us with specificity where the
provisio n concerning the milestone mentioned in the fifth paragraph of this section
appears in your license agreement with ODURF and EVMS.

Executive Employment Agreements, page 68

8. Please tell us why you did not include in this filing the disclosure regarding Dr.  Richard
Nuccitelli that appeared on page 71 of your prior filing.

Related Party Transactions, page 7 0

9. Please tell us w ith specificity where you included the disclosure in response to prior
comment 26 regarding proceeds of this offering to be used to pay the amounts owed to
the related parties.

Principal Stockholders, page 72

10. Refer to footnote (2).  Tell us how you determined it was appropriate to exclude the
shares underlying options from the table.

Darrin R. Uecker
Pulse Biosciences, Inc.
March 21, 2016
Page 3

 Underwriting Discounts and Expenses, page 88

11. Tell us whether you considered whether the rights offering should be valued and included
in underwriting compensation.

Report of Independent Registered Accounting Firm, page F -2

12. We note that the report of your independent auditor is not signed.   Please amend your
filing to include a signed audit report. Refer to Rule 2 -02(a)(2) of  Regulation S -X and
Item 302 of Regulation S -T which provides guidance on including signatures in
electronic filings.

Exhibits

13. We note your response to prior comment 29.  Please file as an exhibit the research and
funding agreement mentioned on page 39.

You may contact David Burton at (202) 551 -3640 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551 -3662  if you have question s regarding comments on the financial statements
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 an d Machinery

cc:   Andrew Hudders, Esq.

CORRESP
1
filename1.htm

SEC Response Letter

 Attorneys at Law  |  437 Madison Ave., New York, NY 10022-7020

T(212) 907-7300  |  F(212) 754-0330  |  www.golenbock.com

 March 7, 2016

Via Edgar

 Amanda Ravitz

Assistant Director

 Office of Electronics and Machinery

Mail Stop 3030

 United States Securities and

            Exchange Commission

Washington, D.C. 20549

Re:
Pulse Biosciences, Inc.

 Registration Statement on Form S-1

Amendment No. 1 filed March 7, 2016

Originally Filed December 22, 2015

File No. 333-208694

 Dear
Ms. Ravitz:

 Our client, Pulse Biosciences, Inc., (the “Company”), has forwarded to me your letter to the Company of
January 18, 2016, in which you set forth several comments. I am responding to the comments on behalf of the Company. Each of the comments is reproduced below with the Company’s response thereafter.

If you have further questions about this response, please forward them to me as well as to the Company. My email address is
ahudders@golenbock.com, and my telephone number is 212-907-7349.

 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.

Response:

 The
requested disclosure has been provided in Footnote 5 to the Registration Fee Table.

 Prospectus Cover Page

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

Response:

 The
Company relationship with MDB Capital Group, LLC has been added to the prospectus cover page.

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

Response:

 The
summary has been edited to reduce the repetition of information that is found in the business discussion.

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.

Response:

 The
Company did not commission any of the third-party data presented in the prospectus. The data presented has been obtained from public sources. We have disclosed, however, that Dr. Nuccitelli, our Chief Science Officer, authored many of the
studies and papers, which funding was under NIH grants, and he authored one paper in 2015, which was while he was employed by the Company.

5.
Regarding 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 that Dr. Richard Nuccitelli is your Chief Science Officer and your disclosure in footnote (10) on page 75.

Response:

 The
Company has disclosed in the prospectus summary that various materials cited as supporting documentation for textual statements were authored by Dr. Richard Nuccitelli, who is the Chief Science Officer of the Company. Additionally, the Company
has added disclosure about other aspects of Dr. Nuccitelli’s relationship with the Company and the fact that companies he owned are financial predecessors to the Company.

 2

6.
Please revise the disclosure in the summary to highlight your disclosure that appears on page 48 that the report of the independent registered public 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 Factors section to include a risk factor to highlight the explanatory
paragraph and your accumulated deficit.

 Response:

The requested disclosure has been provided in the prospectus summary.

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, revise 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.

 Response:

 The Company has clarified the disclosure about the origin of the NPES discovery, noting that the Old Dominion University, other entities
and other scientists have worked on this technology.

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.

 Response:

The Company has indicated that studies have been on animals, including mice and rat studies.

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

Response:

 The
Company has added disclosure in the Summary - Overview indicating some of the problems observed in the animal studies and the pain management issue of the application of the technology. This also has been added to the business section.

 3

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 hurdles 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 detailed disclosure
elsewhere in your prospectus.

 Response:

The Company revised its disclosures to reflect its plans relating to commercialization. The revised disclosure reflects regulatory matters, the
role of ongoing clinical trials in shaping its future commercial plans, manufacturing plans and sales and distribution plans. The Company points out that because of the current developmental stage of the Company, it does not have additional details
and financial estimates as its ongoing research and development will materially contribute to such decisions.

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

Response:

 Please
be advised that no written communications have been distributed by the Company or anyone authorized to act on its behalf to potential investors in reliance on Section 5(d) of the Securities Act of 1933, as amended. The only document that has
been distributed to potential investors has been the filed registration statement to which this letter refers.

 Risk Factors, page 9

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

Response:

 The
requested disclosure concerning the goodwill and intangible assets has been provided in the risk factor section.

 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.

Response:

 We have
included an additional risk factor concerning “march-in rights.”

 4

 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.

Response:

 The
Company has changed the risk factor to eliminate the likely date of our first 10-K. Rather the Company has discussed the future compliance obligation under Section 404 of the Sarbanes-Oxley Act in a general way so as not to imply that the Form 10-K for December 31, 2016 is the only or the first report to be subject to that section of the law, as compliance with that particular statute and all the securities laws will commence with the first
report required under the Securities Exchange Act of 1934, after the completion of the offering.

 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.

Response:

 The
Company has added disclosure to the business section, at “Our Technology” to explain the electric field strengths requirements.

Definitions of pyknosis and caspace have been added after the use of those words.

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.

Response:

 The
Company has added disclosure in the business section, under the subpart entitled “Side Effects of NPES Technology” indicating some of the problems observed in the animal studies and the pain management issue of the application of the
technology.

 5

 License and Other Agreements, page 37

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

Response:

 The
ODURF - EVMS license agreement had six milestones. Five of them were satisfied during 2014 and 2015, with one remaining milestone to be satisfied by December 15, 2018. We have changed the disclosure to indicate only the remaining milestone to
be satisfied, rather than discuss those that have been fully satisfied.

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

Response:

 The
Company has added the expiration date of the AMI-USC license agreement and made other edits to the description of the license agreement to more fully describe the salient points of the agreement.

19.
Please expand the disclosure in this section to discuss the material terms of the license agreement and the amended license agreement with AIM [sic].

Response:

 The
requested disclosure has been provided in the description of the AMI-USC license agreement.

 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 disclose here and on page F-15 in Note 3 that the company utilized the assistance of an outside valuation firm to assist in identifying and
evaluating the fair value of the assets acquired. Please revise to clarify the nature and extent of the valuation firm’s involvement and management’s reliance on the work of the valuation firm. Please refer to Question 141.02 of the
Compliance and Disclosure Interpretations on Securities Act Sections, which can be found at http://www.sec.gov/divisions/corpfin/guidance/sasinterp.htm.

Response:

 The
Company has changed the disclosure to make it clear that management made the valuation decisions, based on information from the valuation firm.

 6

 Unaudited Pro Forma Condensed Consolidated 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.

Response:

 The
comment relates to a section of the document related to an interim period that has been removed from the document because the Registration Statement has been updated with full-year 2015 information. The Company, however, has continued to present the
full-year 2014 pro forma information.

22.
Please revise adjustment number 7 to disclose that it also includes the allocation of acquisition purchase price adjustments.

Response:

 The
comment relates to a section of the document related to an interim period that has been removed from the document because the Registration Statement has been updated with full-year 2015 information. The Company, however, has continued to present the
full-year 2014 pro forma information.

 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 same
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.

 Response:

The Company calls to the attention of the Staff that the information presented is for each of the unconsolidated entities on a
stand-alone-basis. In order to facilitate an investor’s review of the information relative to the information provided, we have added a reconciliation of the Pulse Biosciences, Inc. results as presented in the unaudited pro-forma information to
the audited financial statements.

 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.

Response:

 The
business experience of Mr. Levinson has been modified to include that during the period of January 2011 to January 2015.

 7

 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.

Response:

 The
executive and director compensation sections have been updated for the year ended December 31, 2015.

 Related Party Transactions, page 73

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

Response:

 The
Company has added disclosure that a portion of the proceeds of this offering may be used to pay the research and collaboration agreement with the Frank Reidy Center, which is located at Old Dominion University. The amount of the funding currently
planned to be paid is approximately $1.0 million under the current budget. Any future amount cannot be determined as the Company and the center have not yet determined what work may be agreed upon and what the budget may be for the agreed upon work,
if any.

 Principal Stockholders, page 74

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

Response:

 The
requested disclosure has been provided in the footnotes to the table.

 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 the 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.

 8

 Response:

The Company reviewed Item 504, Use of Proceeds, of Regulation S-K. The Company has allocated amounts to the general categories of
(i) ongoing research and product development and (ii) general corporate purposes. Although the Company recognizes that Instruction 3 to Item 504 indicates that there should be allocation to specific purposes, because it is still in
the development stage, the Company believes specific allocation would not be meaningful disclosure. The Company is currently

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.