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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
February
15, 2026
(Date
of earliest event reported)
APPLIED
DIGITAL CORPORATION
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-31968 |
|
95-4863690 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
| 3811
Turtle Creek Blvd., Suite 2100, Dallas, TX |
|
75219 |
| (Address of principal executive offices) |
|
(Zip Code) |
214-427-1704
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| |
☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| |
|
|
| |
☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| |
|
|
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
|
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock |
|
APLD |
|
Nasdaq
Global Select Market |
Item 1.01. Entry into a Material Definitive Agreement.
Contribution
and Exchange Agreement
On
February 15, 2026, APLD Intermediate HoldCo LLC, a Delaware limited liability company (“APLD Intermediate”), APLD ChronoScale
HoldCo LLC, a Delaware limited liability company and a wholly owned subsidiary of APLD Intermediate (“Contributor”), each
a wholly owned direct or indirect subsidiary of Applied Digital Corporation, a Nevada corporation (“APLD” or the “Company”),
and Applied
Digital Cloud Corporation, a Nevada corporation, which at the time of the Closing (as defined below), will be a wholly owned subsidiary
of Contributor (“Cloud”), entered into a Contribution and Exchange Agreement with Ekso Bionics Holdings, Inc., a Nevada corporation
(“Ekso”) (the “Contribution and Exchange Agreement”) for purposes of consummating a business combination (the
“Business Combination”), as a result of which (i) Cloud will become a wholly owned subsidiary of Ekso, (ii) Ekso will, immediately
after the consummation of the Business Combination (the “Closing”), continue as the parent of the combined company, and (iii)
Ekso will change its name to ChronoScale Corporation (“ChronoScale”). Capitalized terms used but not defined herein shall
have the meanings given to them in the Contribution and Exchange Agreement.
Subject
to the satisfaction or waiver of the conditions set forth in the Contribution and Exchange Agreement, Contributor will contribute all
of its right, title and interest in and to 1,200 shares of the common stock of Cloud, constituting 100% of the issued and outstanding
equity of Cloud (the “Contributed Shares”), to Ekso in exchange for 138,216,820 newly issued shares (the “Exchanged
Shares”) of Ekso’s common stock, par value $0.001 per share (the “Common Stock”).
As
a result of and upon the consummation of the Business Combination, Contributor is expected to own approximately 97% of the combined company’s
outstanding equity before giving effect to the other transactions contemplated by the Contribution and Exchange Agreement. The Exchanged
Shares will be issued in a private placement transaction exempt from the registration requirements under the Securities Act of 1933,
as amended (the “Securities Act”), will initially bear customary restrictive legends, and will be subject to legend removal
in accordance with the terms of the Contribution and Exchange Agreement and applicable law, including Rule 144, when the conditions therefor
are met.
Closing
Conditions
The
Closing is subject to certain customary mutual conditions, including:
(a)
stockholder approval of the Business Combination as set forth in the Contribution and Exchange Agreement and related proposals (“Stockholder
Approval”);
(b)
an Information Statement or a Proxy Statement must be cleared by the Securities and Exchange Commission (the “SEC”) and sent
to Ekso’s stockholders in accordance with Regulation 14A under the Securities and Exchange Act of 1934, as amended (the “Exchange
Act”), and in the case of the Information Statement, such mailing must be at least twenty (20) calendar days prior to Closing;
(c)
No order or law shall have been entered, adopted, enacted, issued, promulgated or enforced, in each case, by a governmental entity that
prevents, enjoins, prohibits, restrains or makes illegal the consummation of the Business Combination or the other transactions contemplated
by the Contribution and Exchange Agreement;
(d)
All requisite approvals or waivers as required by the terms of the Contribution and Exchange Agreement shall have been obtained;
(e)
Ekso shall have cash and cash equivalents equal to at least $15,000,000, inclusive of net proceeds of the PIPE Investment (as defined
below); and
(f)
The Second Amended and Restated Articles of Incorporation of Ekso shall have been duly adopted by all necessary corporate action on the
part of Ekso, filed with the Secretary of State of the State of Nevada, and shall be in full force and effect as of immediately prior
to the Closing.
The
obligation of each party to consummate the Business Combination is also conditioned upon (i) performance and compliance by the other
party in all material respects with its pre-Closing obligations and covenants under the Contribution and Exchange Agreement, (ii) the
accuracy of the representations and warranties of the other party as of the Closing (subject to customary materiality qualifiers), (iii)
in both Cloud’s and Ekso’s case, the absence of a continuing material adverse effect with respect to the other party, (iv)
in Cloud’s case, that (a) the PIPE Investment for gross proceeds of an amount to be determined by APLD Intermediate and on terms
acceptable to APLD Intermediate, shall have been consummated concurrently with the Closing, (b) certain third-party
consents as required by the terms of the Contribution and Exchange
Agreement shall have been obtained, (c) the Nasdaq listing application shall have been submitted and approved, (d) the Investor Rights
Agreement shall be in full force and effect at Closing, and (e) certain tail insurance policies as described in the Contribution and
Exchange Agreement have been bound, paid for and in effect.
Representations,
Warranties, and Covenants
Ekso,
Cloud, APLD Intermediate and Contributor have each made customary representations, warranties and covenants in the Contribution and Exchange
Agreement. Subject to certain exceptions, Ekso has agreed, among other things, to covenants relating to the conduct of its business during
the interim period between the execution of the Contribution and Exchange Agreement and Closing. In addition, subject to certain exceptions,
Ekso has agreed to covenants relating to (i) the submission of the Contribution and Exchange Agreement to the Ekso’s stockholders
for approval by written consent or at a meeting thereof, and (ii) recommendation by the Board of Directors of Ekso in favor of the adoption
by Ekso’s stockholders of the Contribution and Exchange Agreement.
Non-Solicitation
Ekso
is subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals, to furnish information
to, and participate in discussions or negotiations with, third parties regarding any alternative acquisition proposals. Neither Contributor
nor APLD Intermediate shall solicit, discuss or negotiate any acquisition proposal with respect to Cloud other than with Ekso; however,
transactions involving Cloud as part of any proposed sale of APLD are not restricted.
Termination
Fees and Expenses
The
Contribution and Exchange Agreement contains certain customary termination rights for Ekso and APLD Intermediate. Either Ekso or APLD
Intermediate may terminate the Contribution and Exchange Agreement (i) by mutual written consent, (ii) if the Business Combination has
not been consummated on or before July 15, 2026, (iii) if any Order restrains, enjoins or otherwise prohibits the consummation of the
Business Combination, or (iv) if the other party materially breaches or if there is a material inaccuracy in any of their respective
representations, or warranties or the other party failed to perform any of its covenants or other agreements that results in the failure
of the related closing condition to be satisfied, subject to a cure period in certain circumstances. In addition, APLD Intermediate may
terminate the Contribution and Exchange Agreement if (i) Ekso fails to obtain the requisite Stockholder Approval either by written consent
or at a duly convened meeting of Ekso’s stockholders, in either case, by the applicable deadline, or (ii) at any time after or
concurrently with the announcement of a sale of the Company.
Unless
the Contribution and Exchange Agreement is terminated in accordance with its terms, Ekso shall pay, at the Closing, all fees and expenses
of the parties, including the fees and expenses of their respective advisers, counsel, accountants and other experts, if any, as well
as all other out-of-pocket expenses incurred by such parties in connection with the negotiation, preparation, execution, and delivery
of the Contribution and Exchange Agreement. If the Contribution and Exchange Agreement is terminated in accordance with its terms, each
party shall be responsible for its own expenses, and APLD Intermediate and Contributor shall be responsible for any expenses incurred
by Cloud.
The
Closing is expected to occur in the second calendar quarter of 2026. However, there can be no assurance that the Business Combination
will be completed on or prior to that time, or at all.
In
connection with, and as a condition to the consummation of, the Business Combination, Ekso intends to complete a private placement of
shares of Ekso’s Common Stock or convertible preferred stock up to an amount to be determined by APLD Intermediate (the “PIPE
Investment”). The PIPE Investment, when consummated, will be dilutive to both Ekso legacy stockholders and Cloud.
The
foregoing description of the Contribution and Exchange Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Contribution and Exchange Agreement, which is filed as Exhibit 10.1 hereto and incorporated by reference
herein.
Investor
Rights Agreement
In
connection with, and effective upon, the Closing, Ekso and the Contributor will enter into an Investor Rights Agreement (the “Investor
Rights Agreement”). Pursuant to the Investor Rights Agreement, the APLD Investor (as defined therein), or any group of APLD Investors
collectively, that beneficially owns a majority of the outstanding voting securities of the combined company at any time will have the
right to designate four (4) of the seven (7) directors on the combined company’s Board of Directors, including the Chairman (each
such director, the “APLD Designee”). The initial APLD Designees, as of the Closing, are expected to be Wes Cummins (Chairman),
Jason Zhang, Ella Benson and Richard Nottenburg, and the rest of the combined company’s Board of Directors at the
Closing is expected to be comprised of the combined company’s Chief Executive Officer and two directors mutually agreed upon
by the APLD Designator (as defined in the Investor Rights Agreement) and Ekso.
In
addition, if the APLD Investors beneficially own less than a majority of the outstanding voting securities of the combined company, the
APLD Investor(s) will be entitled to designate (i) if the APLD Investors beneficially own 25% or more of such voting securities, three
directors, (ii) if the APLD Investors beneficially own at least 10% (but less than 25%) of such voting securities, two directors, and
(iii) if the APLD Investors beneficially own less than 10% of such voting securities, one director. Any changes to the size of the combined
company’s Board of Directors while
the APLD Investors collectively beneficially own at least 30% of such company’s voting securities will require the written consent
from the APLD Designator.
The
Investor Rights Agreement also provides the APLD Investor (or group of APLD Investors) with (i) customary registration rights with respect
to the resale of the Exchanged Shares received in the Business Combination, (ii) certain preemptive rights so long as the APLD Investors
collectively beneficially own at least 10% of the combined company’s voting securities, (iii) consent rights so long as the APLD
Investors beneficially own at least 30% of the combined company’s voting securities and (iv) certain governance, information and
other rights with respect to the combined company.
The
foregoing description of the Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Investor Rights Agreement, a form of which is attached as Exhibit A to the Contribution and Exchange Agreement,
and filed as Exhibit 10.2 hereto and incorporated by reference herein.
Additional
Information and Where to Find It
Ekso
expects to file a standalone information statement on Schedule 14C (“Information Statement”) or proxy statement on Schedule
14A (“Proxy Statement”) with the SEC in connection with the Business Combination. If the Business Combination and related
proposals set forth in the Contribution and Exchange Agreement are approved by a written consent of Ekso’s stockholders holding
a majority of the voting power of Ekso, Ekso will mail the definitive Information Statement to the stockholders as of the record date
set forth in the written consent for informational purposes only. In the alternative, Ekso will mail the definitive proxy statement and
other relevant materials to Ekso’s stockholders as of a record date to be established for purposes of voting on the Business Combination
and other matters described therein. APLD and Ekso will also file other documents regarding the Business Combination with the SEC.
This
Current Report on Form 8-K does not contain all of the information that should be considered concerning the Business Combination and
related proposals and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination.
Before making any voting or investment decision, stockholders of
Ekso, APLD and other interested parties are urged to read, when available, the Information Statement or the Proxy Statement, as applicable,
and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination, because such documents
will contain important information about APLD, Ekso, ChronoScale and the Business Combination and related proposals. Investors and security
holders will also be able to obtain copies of the Information Statement or Proxy Statement, and all other documents filed or that will
be filed with the SEC by ChronoScale, APLD, and Ekso, without charge, once available, on the SEC’s website (http://www.sec.gov).
NEITHER
THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON
THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants
in the Solicitation
If a
Proxy Statement is filed, APLD, Ekso and
their respective directors and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies
from Ekso’s stockholders in connection with the Business Combination. A list of the names of such directors and executive
officers, and information regarding their interests in the Business Combination and their ownership of Ekso’s securities are,
or will be, contained in Ekso’s filings with the SEC. Additional information regarding the interests of the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies of Ekso’s stockholders in connection with the Business
Combination, including the names and interests of ChronoScale’s and Ekso’s
directors and executive officers, will be set forth in the Information Statement or Proxy Statement, as applicable, which is
expected to be filed by Ekso with the SEC. Investors and security holders may obtain free copies of these documents as described
above.
No
Offer or Solicitation
This
Current Report on Form 8-K is for informational purposes only and is not a proxy statement, information statement or solicitation of
a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination and shall not constitute
an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of Ekso,
Cloud or ChronoScale,
or any commodity or instrument or related derivative, nor shall
there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful
prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made
except by means of a prospectus meeting the requirements of the Securities Act, or an exemption therefrom. Investors should consult with
their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act.
Forward-Looking
Statements
This
Current Report on Form 8-K contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act
of 1995 regarding, among other things, future operating and financial performance, product development, market position, business strategy
and objectives and future financing plans. These statements use words, and variations of words, such as “will,” “continue,”
“build,” “intend,” “design,” “propose,” and “may.” Other examples of forward-looking
statements may include, but are not limited to, (i) statements regarding the closing of the Business Combination and the timing of the
Business Combination; (ii)
statements regarding certain filings the parties expect to make with the SEC in connection with the Business Combination, including statements
regarding the filing of the preliminary and definitive Information Statement or Proxy Statement, as the case may be; (iii) statements
regarding the combined business, including ownership of the combined business and board composition;
(iv) statements of combined company’s plans and objectives;
and (v) statements of assumptions underlying other statements
and statements about the combined company or its business. You are cautioned not to rely on these forward-looking statements. These statements
are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate
or known or unknown risks or uncertainties materialize, actual results could vary materially from APLD’s expectations. These risks,
uncertainties, and other factors include: the parties’ ability to close the Business Combination; difficulties and delays in integrating
the combined business resulting from the Business Combination; higher than anticipated transaction costs; the parties’ ability
to realize the contemplated financial, business or strategic benefits associated with the Business Combination; the parties’ ability
to obtain regulatory and stockholder approval for the Business Combination; the parties’ inability to comply with regulations,
developments and changes in regulations; cash flow and access to capital; and conditions in the debt and equity capital markets. A further
list and description of these and other risks, uncertainties and other factors can be found in Ekso’s and APLD’s respective
most recently filed Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, including in the sections captioned “Forward-Looking
Statements” and “Risk Factors,” and in each company’s subsequent filings with the SEC. Copies of Ekso’s
filings are available online at www.sec.gov, or on request from Ekso. Information in this Current Report on Form 8-K is as of the dates
and time periods indicated herein, and none of Ekso,
APLD nor ChronoScale undertakes to update any of the information contained in these materials, except as required by law.
Item 9.01 Financial Statements and Exhibits
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1* |
|
Contribution and Exchange Agreement, dated February 15, 2026, by and among Ekso Bionics Holdings, Inc., APLD ChronoScale Holdco LLC, APLD Intermediate Holdco LLC, and Applied Digital Cloud Corporation. |
| 10.2 |
|
Form of Investor Rights Agreement by and between ChronoScale Corporation and APLD ChronoScale Holdco LLC. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
*
Certain confidential information has been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K and will be furnished
to the Securities and Exchange Commission upon request.
SIGNATURE
Pursuant
to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
| Dated:
February 17, 2026 |
By:
|
/s/
Saidal L. Mohmand |
| |
Name: |
Saidal
L. Mohmand |
| |
Title: |
Chief
Financial Officer |
