ChronoScale (CHRN) Cloud carve-out shows rapid growth but heavy losses and lease debt
ChronoScale Corporation filed Amendment No. 2 to its current report to add detailed financial statements for its Applied Digital Cloud (“Cloud”) business and pro forma results following the recent Business Combination. Cloud provides GPU-based cloud services and has grown quickly but remains loss‑making and capital intensive.
For the fiscal year ended May 31, 2025, Cloud generated $84.4 million in revenue, up sharply from $29.0 million a year earlier, yet recorded a net loss of $72.7 million and operating loss of $55.3 million. For the nine months ended February 28, 2026, revenue was $53.2 million with a net loss of $32.8 million, reflecting the loss of a customer and heavy lease and interest expenses.
The filings highlight significant lease obligations and prior working capital deficits, with Cloud historically relying on its former parent for financing. Management discloses that substantial doubt about continuing as a going concern was raised but believes this has been alleviated through lease renegotiations, strong operating cash flow in the latest nine-month period, and a $15.8 million private placement completed alongside the Business Combination.
Positive
- None.
Negative
- Persistent heavy losses and prior going-concern doubt: Cloud reported a net loss of $72.7 million in FY2025 and had substantial working capital deficits, with the company explicitly noting that these conditions initially raised substantial doubt about its ability to continue as a going concern.
- High leverage and lease commitments: As of May 31, 2025, operating and finance lease liabilities totaled over $200 million in future payments, with finance lease expense and interest significantly pressuring profitability and cash flows.
- Customer concentration and revenue volatility: Revenue fell 25% to $53.2 million for the nine months ended February 28, 2026, primarily from the loss of a single customer, underscoring dependence on a very small customer base.
Insights
Rapid revenue growth is offset by heavy losses and large lease burdens.
Cloud’s revenue expanded to $84.4M in FY2025 from $29.0M, driven by additional GPU capacity, yet it still posted a net loss of $72.7M. Lease and financing structures dominate the cost base, with FY2025 total lease costs of $131.7M.
As of May 31, 2025, Cloud had a working capital deficit of $151.2M and only $2.4M in cash. Subsequent lease renegotiations, significant lease payments, and the $15.8M equity raise tied to the Business Combination are key elements in management’s conclusion that going‑concern doubt has been alleviated.
For the nine months ended February 28, 2026, operating activities generated $113.1M of cash, while financing activities used $91.1M, largely for finance lease repayments. Future filings will clarify whether this cash generation is sustainable as customer concentration, lease obligations, and capital spending remain central risks.
8-K Event Classification
Key Figures
Key Terms
carve-out financial statements financial
Business Combination financial
Simple Agreement for Future Equity financial
going concern financial
finance lease financial
deferred revenue financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 1, 2026
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Explanatory Note
Upon the closing of the Business Combination on May 5, 2026 (the “Closing”), the Company filed a Form 8-K/A (“Amendment No. 1”) which amended and restated the Form 8-K originally filed by the Company on May 4, 2026 (the “Original Form 8-K”). At the time of the filing of Amendment No. 1, the Company stated that it intended to file the required financial statements and pro forma financial information associated with the Business Combination within 71 days from the date that Amendment No. 1 was required to be filed. By this Amendment No. 2 to the Original Form 8-K (“Amendment No. 2”), the Company is amending and supplementing Item 9.01 thereof to include the required financial statements and pro forma financial information and the supplemental disclosure described in Item 8.01 of this Amendment No. 2, which are filed as exhibits hereto and are incorporated herein by reference.
Item 8.01. Other Events.
In connection with the Business Combination, the Company is providing the following supplemental disclosure solely for informational purposes:
| ● | Exhibit 99.1 filed with this Amendment No. 2 includes the disclosure required by Part II, Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Form 10-K, provided with respect to Cloud as of and for the fiscal years ended May 31, 2025 and May 31, 2024 and as of and for the subsequent interim periods ended February 28, 2026 and February 28, 2025. |
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired. |
The audited combined financial statements of Cloud as of and for the years ended May 31, 2025 and May 31, 2024 are included as Exhibit 99.2 and incorporated herein by reference.
The unaudited condensed combined financial statements of Cloud as of and for the periods ended February 28, 2026 and February 28, 2025 are included as Exhibit 99.2 and incorporated herein by reference.
| (b) | Pro forma financial information. |
The Company’s unaudited pro forma condensed combined balance sheet as of February 28, 2026 and unaudited pro forma condensed combined statement of operations for nine months ended February 28, 2026 each with related notes thereto, are filed herewith as Exhibit 99.3 and incorporated by reference into this Item 9.01(b).
| (d) | Exhibits. |
| Exhibit | Description | |
| 99.1 | Supplemental Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cloud. | |
| 99.2 | Audited combined financial statements of Cloud as of and for the years ended May 31, 2025 and May 31, 2024. Unaudited condensed combined financial statements of Cloud as of and for the periods ended February 28, 2026 and February 28, 2025. | |
| 99.3 | Unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended February 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
Statements in this Current Report about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but are not limited to, (i) statements regarding the Company and its future plans and objectives; (ii) statements of assumptions underlying other statements and statements about the Company or its business; and (iii) statements regarding the estimated financial results. 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 the Company’s expectations. These risks, uncertainties, and other factors include: difficulties and delays in integrating the combined business resulting from the Business Combination; the possibility that the anticipated benefits of the Business Combination are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies; limitations on the Company’s ability to attract and retain key personnel, including executive officers and Board members of the Company; customer concentration, and an inability to renew existing customer agreements; the success of the Company’s risk management activities, including any failure by the Company to implement and maintain effective internal controls; litigation, including the potential litigation concerning the Business Combination; cash flow and access to capital; conditions in the debt and equity capital markets; changes resulting from the Company’s finalization of its financial statements for and as of the year ending May 31, 2026; uncertainties related to market conditions, the other factors discussed in the “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on February 23, 2026, our definitive Information Statement filed with the SEC on April 3, 2026, or the risks described in other filings that the Company may make from time to time with the SEC. Any forward-looking statements contained in this Current Report speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 30, 2026
| CHRONOSCALE CORPORATION | ||
| By: | /s/ Ying Cenly Chen | |
| Name: | Ying Cenly Chen | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cloud
You should read the following discussion and analysis of Cloud’s (as defined below) financial condition and results of operations together with Cloud’s audited combined financial statements, unaudited condensed combined financial statements, and related notes appearing as exhibits to this Form 8-K/A. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 8-K/A, including information with respect to Cloud’s plans and strategy for Cloud’s business, includes forward-looking statements that involve risks and uncertainties. Cloud has historically existed and functioned as part of the consolidated business of Applied Digital Corporation (“Applied Parent”). The accompanying combined financial statements are prepared on a standalone basis and are derived from Applied Parent’s historical accounting records. Cloud has not previously operated as a separate standalone legal entity and has been comprised of three wholly owned subsidiaries of Applied Parent: Applied Digital Cloud Corporation, SAI Computing LLC, and SAI Computing Holdings LLC. The combined financial statements are presented as carve-out financial statements and reflect the combined historical operations, financial position and cash flows of Cloud for the periods presented in conformity with GAAP. Therefore, the combined financial statements may not be indicative of Cloud’s future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had it operated as a standalone business during the period presented. As a result of many factors, including those factors set forth in the “Risk Factors” section of the definitive information statement on Schedule 14C filed by the Company with the Securities and Exchange Commission (the “SEC”) on April 3, 2026 (the “Information Statement”), Cloud’s actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. All references to “we,” “us,” or “our” mean Applied Digital Cloud Corporation, SAI Computing LLC, and SAI Computing Holdings LLC, collectively.
Business Overview
Applied Digital Cloud Corporation (“Cloud”), SAI Computing LLC, and SAI Computing Holdings LLC, each a wholly owned subsidiary of the Company (as defined below) constitute the cloud business of the Company’s operations (the “Cloud Business”), which provides cloud services to customers, such as AI and machine learning developers by renting space at third party co-location centers and providing customers with access to its cloud computing equipment.
On May 5, 2026 (the “Closing Date”), Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso” or the “Company”), consummated the previously announced business combination transaction (the “Business Combination”) contemplated by that certain Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”), dated February 15, 2026, by and among Ekso, 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 Parent, and Cloud, a wholly owned indirect subsidiary of Applied Parent and a direct subsidiary of Contributor as of immediately prior to Closing (as defined below). Upon the Closing, the Company changed its name to “ChronoScale Corporation” and Cloud became a wholly owned subsidiary of the Company. Unless the context otherwise requires, references to the “Company” refer to Ekso Bionics Holdings, Inc. prior to the Closing and ChronoScale Corporation following the Closing.
Trends and Other Factors Affecting Our Business
Regulatory Environment
The regulatory landscape surrounding cloud computing is still evolving, and we anticipate increased scrutiny and potential regulation in the near and long term. Any such developments may significantly impact our business and operations in ways that are difficult to predict.
We closely monitor legislative and regulatory developments and engage in dialogue with relevant stakeholders to ensure our business practices align with the evolving legal and regulatory framework. Despite the uncertainties posed by the changing regulatory landscape, we remain committed to delivering innovative and responsible solutions in cloud services while prioritizing compliance and risk management. However, if we fail to comply with applicable laws and regulations, we may be subject to significant liabilities, including fines and penalties, and our business, financial condition, or results of operations could be adversely affected.
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Business Update
During the nine months ended February 28, 2026, we recognized $53.2 million in revenue, a decrease of $18.1 million over $71.3 million in revenue recognized during the nine months ended February 28, 2025. As of each of February 28, 2026 and February 28, 2025, we had one customer.
During fiscal year ended May 31, 2025, we recognized $84.4 million in revenue, an increase of 191% over $29.0 million in revenue recognized during the fiscal year ended May 31, 2024. We currently operate in three states: Colorado, Minnesota, and Utah, by renting space at third party colocation centers and providing our customers with Company-owned equipment to generate revenue. As of May 31, 2025, we had one customer, and as of May 31, 2024, we had two customers.
During the fiscal year ended May 31, 2025, we renegotiated the majority of our computing equipment finance leases to extend the amortization period on these computing equipment finance leases to five years, which is better aligned with their expected useful life. As such, during the fiscal year ended May 31, 2025, amortization expense decreased comparatively.
Debt Financing
During the fiscal year ended May 31, 2025, we entered into two Simple Agreement for Future Equity (“SAFE”) agreements totaling $12.0 million with an investor.
Recent Developments
In connection with, and as a condition to the Closing of the Business Combination, on May 1, 2026, the Company entered into the Securities Purchase Agreement with Applied Parent, pursuant to which the Company agreed to sell and issue to Applied Parent 1,311,407 shares of Common Stock (the “Private Placement Shares”). The Private Placement Shares were sold at an offering price of $12.01 per share, the closing price of the Common Stock on April 30, 2026, the date immediately preceding the date of execution of the Securities Purchase Agreement, for gross proceeds of approximately $15.8 million. The closing of the transaction pursuant to the Securities Purchase Agreement took place on May 5, 2026 immediately prior to the Closing.
On June 2, 2026, Applied Parent paid off all amounts outstanding under the SAFE agreements in an amount of $13.3 million following agreement with the investor.
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Results of Operations
Results of Operations for the Three and Nine Months Ended February 28, 2026 and February 28, 2025
The following table sets forth key components of the results of operations (in thousands) during the three and nine months ended February 28, 2026 and February 28, 2025.
| Three Months Ended | Nine Months Ended | |||||||||||||||
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Revenue | $ | 18,087 | $ | 17,754 | $ | 53,207 | $ | 71,313 | ||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of revenues | 17,716 | 23,342 | 65,618 | 91,359 | ||||||||||||
| Selling, general and administrative | 10,853 | 14,727 | 11,911 | 21,889 | ||||||||||||
| Loss on abandonment of assets | 107 | — | 598 | — | ||||||||||||
| Total costs and expenses | 28,676 | 38,069 | 78,127 | 113,248 | ||||||||||||
| Operating loss | (10,589 | ) | (20,315 | ) | (24,920 | ) | (41,935 | ) | ||||||||
| Interest expense, net | 2,058 | 4,541 | 7,897 | 13,444 | ||||||||||||
| Net loss before income tax expense | (12,647 | ) | (24,856 | ) | (32,817 | ) | (55,379 | ) | ||||||||
| Income tax expense | — | — | — | — | ||||||||||||
| Net loss | $ | (12,647 | ) | $ | (24,856 | ) | $ | (32,817 | ) | $ | (55,379 | ) | ||||
Commentary on Results of Operations for the Three Months Ended February 28, 2026 compared to the Three Months Ended February 28, 2025
Revenue
Revenue increased $0.3 million, or 2%, from $17.8 million for the three months ended February 28, 2025 to $18.1 million for the three months ended February 28, 2026 due to overall performance improvements in the business.
Cost of revenues
Cost of revenues decreased by $5.6 million, or 24%, from $23.3 million for the three months ended February 28, 2025 to $17.7 million for the three months ended February 28, 2026. The decrease was due to the following changes:
| ● | approximately $6.6 million decrease in lease and lease related expenses due to the renegotiations of certain of our leases during the three months ended February 28, 2026; and |
| ● | approximately $0.8 million decrease in personnel expenses for employee costs directly attributable to generating revenue resulting from decreased headcount. |
These decreases were partially offset by an approximately $0.9 million increase in depreciation and amortization and an approximately $0.9 million increase in energy costs and other expenses directly attributable to generating revenue.
Selling, general and administrative expense
Selling, general and administrative expense decreased by $3.9 million, or 26%, from $14.7 million for the three months ended February 28, 2025 to $10.9 million for the three months ended February 28, 2026. The decrease was primarily due to approximately $7.3 million decrease in lease and lease related expenses due to the renegotiations of certain of our leases during the three months ended February 28, 2026. This decrease was partially offset by an increase of approximately $3.4 million in professional service expenses related to legal services primarily provided on discrete transactions and projects.
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Loss on abandonment of assets
Loss on abandonment of assets was $0.1 million for the three months ended February 28, 2026, driven by the write down of assets to their fair value upon disposal. There was no such loss recorded in the prior year comparative period.
Interest expense, net
Interest expense, net decreased by $2.5 million, or 55%, from $4.5 million for the three months ended February 28, 2025 to $2.1 million for the three months ended February 28, 2026. This decrease was primarily driven by a decrease in finance lease interest associated with the renegotiation of the majority of our finance leases during the three months ended February 28, 2026.
Commentary on Results of Operations for the Nine Months Ended February 28, 2026 compared to the Nine Months Ended February 28, 2025
Revenue
Revenue decreased by $18.1 million, or 25%, from $71.3 million for the nine months ended February 28, 2025 to $53.2 million for the nine months ended February 28, 2026. This decrease was primarily due to the loss of a customer compared to the nine months ended February 28, 2025.
Cost of revenues
Cost of revenues decreased by $25.7 million, or 28%, from $91.4 million for the nine months ended February 28, 2025 to $65.6 million for the nine months ended February 28, 2026. The decrease was categorized as follows:
| ● | approximately $21.0 million decrease in depreciation and amortization primarily due to a decrease in amortization of finance lease right-of-use assets due to the renegotiations of certain of our leases during fiscal year 2026; |
| ● | approximately $3.8 million decrease in lease and lease related expenses due to the renegotiations of certain of our leases; and |
| ● | approximately $2.0 million decrease in personnel expenses for employee costs directly attributable to generating revenue. |
These decreases were partially offset by an approximately $1.1 million increase in energy costs and other expenses directly attributable to generating revenue.
Selling, general and administrative expense
Selling, general and administrative expense decreased by $10.0 million, or 46%, from $21.9 million for the nine months ended February 28, 2025 to $11.9 million for the nine months ended February 28, 2026. The change in selling, general, and administrative expense was categorized as follows:
| ● | approximately $14.8 million decrease in lease and lease related expenses due to the renegotiations of certain of our leases; and |
| ● | approximately $0.7 million decrease in depreciation and amortization due to a decrease in amortization of finance lease right-of-use assets due to the renegotiation of certain of our leases during fiscal year 2026. |
These decreases were partially offset by an approximately $2.9 million increase in professional services expenses related to legal services primarily provided on discrete transactions and projects, and an approximately $1.9 million increase in stock based compensation due to the reversal of expense associated with award forfeitures and cancellations that occurred during the prior year period. Also offsetting the decreases was an approximately $0.7 million increase in personnel expenses and other costs that were not directly attributable to generating revenue.
Loss on abandonment of assets
Loss on abandonment of assets was $0.6 million for the nine months ended February 28, 2026, driven by the write down of assets to their fair value upon disposal. There was no such loss recorded in the prior comparative period.
Interest expense, net
Interest expense, net decreased by $5.5 million, or 41%, from $13.4 million for the nine months ended February 28, 2025 to $7.9 million for the nine months ended February 28, 2026. This decrease was primarily driven by a decrease in finance lease interest associated with the renegotiation of the majority of our finance leases during the period.
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Results of Operations for the fiscal year ended May 31, 2025 compared to the fiscal year ended May 31, 2024
The following table sets forth key components of the results of operations (in thousands) during the fiscal years ended May 31, 2025 and May 31, 2024.
| Fiscal Year Ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Revenue | $ | 84,376 | $ | 28,957 | ||||
| Costs and expenses: | ||||||||
| Cost of revenues | 115,308 | 41,687 | ||||||
| Selling, general and administrative | 24,813 | 52,756 | ||||||
| Gain on abandonment of assets | (414 | ) | — | |||||
| Total costs and expenses | 139,707 | 94,443 | ||||||
| Operating loss | (55,331 | ) | (65,486 | ) | ||||
| Interest expense, net | 17,399 | 9,809 | ||||||
| Net loss before income tax expense | (72,730 | ) | (75,295 | ) | ||||
| Income tax expense | — | — | ||||||
| Net loss | $ | (72,730 | ) | $ | (75,295 | ) | ||
Commentary on Results of Operations for the fiscal year ended May 31, 2025 compared to the fiscal year ended May 31, 2024
Revenue
Revenue increased $55.4 million, or 191%, from $29.0 million for the fiscal year ended May 31, 2024 to $84.4 million for the fiscal year ended May 31, 2025 due to the deployment of four additional GPU clusters during the fiscal year ended May 31, 2025.
Cost of revenues
Cost of revenues increased by $73.6 million, or 177%, from $41.7 million for the fiscal year ended May 31, 2024 to $115.3 million for the fiscal year ended May 31, 2025. The increase was due to the following changes:
| ● | approximately $48.7 million increase in depreciation and amortization expense due to an increase in owned and leased assets in-service directly supporting revenue; |
| ● | approximately $18.1 million increase in lease and lease related expenses for the use of data center space; |
| ● | approximately $1.8 million increase in personnel expenses for employee costs directly attributable to generating revenue resulting from increased headcount; |
| ● | approximately $1.7 million increase in energy costs related to the data centers; and |
| ● | approximately $3.3 million increase in other expenses directly attributable to generating revenue. |
Selling, general and administrative expense
Selling, general and administrative expense decreased by $27.9 million, or 53%, from $52.8 million for the fiscal year ended May 31, 2024 to $24.8 million for the fiscal year ended May 31, 2025. The decrease was due to the following changes:
| ● | approximately $25.9 million decrease in depreciation and amortization primarily due to GPU cluster deployments, which are now revenue generating and as such, the depreciation and amortization is now captured as a part of cost of revenues; |
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| ● | approximately $11.5 million decrease in stock-based compensation due to the cancellation of certain performance- based awards and terminations during the period, accompanied by forfeitures of previously issued awards, resulting in a reversal of the expense previously recognized for the associated awards; and |
| ● | approximately $2.1 million decrease in personnel expenses. |
These decreases were partially offset by approximately $9.5 million increase in bad debt expense, $1.8 million increase in lease and related expenses due to operating leases expense for data center space not yet being used to generate revenue, and $0.3 million increase in other costs that were not directly attributable to generating revenue.
Gain on abandonment of assets
Gain on abandonment of assets was $0.4 million for the fiscal year ended May 31, 2025, due to the Company receiving a partial refund of previously-paid costs upon terminating unutilized operating leases. There was no such gain recorded in the prior year comparative period.
Interest expense, net
Interest expense, net increased $7.6 million, or 77%, from $9.8 million for the fiscal year ended May 31, 2024 to $17.4 million for the fiscal year ended May 31, 2025. The increase was primarily driven by a $7.8 million increase in finance lease interest due to an increase in finance leases between periods. This increase was partially offset by a $0.2 million decrease in loan issuance costs.
Funding Requirements
We have experienced net losses through the period ended February 28, 2026. Our transition to profitability is dependent on the successful operation of our business.
We expect to have sufficient liquidity, including cash on hand, payments from customers, access to debt financing, and access to public capital markets, to support ongoing operations and meet our working capital needs for at least the next 12 months and all of our known requirements and plans for cash. However, we may be unable to raise additional funds or enter into such arrangements when needed on favorable terms, or at all, which would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our ongoing operations and development plans. We have based our estimates as to how long we expect we will be able to fund our operations on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect, in which case, we would be required to obtain additional financing sooner than currently projected, which may not be available to us on acceptable terms, or at all. Our failure to raise capital as and when needed would have a negative impact on our financial condition and our ability to pursue our business strategy.
We expect that our general and administrative expenses and our operating expenditures will continue to increase as we continue to expand our operations.
Sources of Liquidity
As of May 31, 2025, we had cash of $2.4 million and a working capital deficit of $151.2 million and as of February 28, 2026, we had cash of $0.1 million and a working capital deficit of $64.8 million, which raised substantial doubt about our ability to continue as a going concern. Historically, we have incurred losses and have relied on Applied Parent to provide financing for our operations.
Subsequent to the year ended May 31, 2025, we renegotiated the majority of our finance leases to extend the duration of the lease agreements, thus extending finance lease payments through fiscal year 2028.
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Additionally, after May 31, 2025 and through May 31, 2026, we made finance lease payments of approximately $89.5 million and operating lease payments of $21.0 million. We expect positive cash flows from operations to support our obligations and, in connection with the Business Combination (which closed on May 5, 2026), we raised $15.8 million in equity funding (gross, before deducting Business Combination and other related expenses). Finally, we have the ability to modify the timing of our capital spending and extend our payment terms with vendors, if necessary.
Based on this analysis, we believe that substantial doubt to continue as a going concern has been alleviated. Management believes these events are sufficient to allow us to meet our obligations for at least one year after the date these carve-out financial statements are issued.
Recent Financing Activities
During the fiscal year ended May 31, 2025, we entered into two Simple Agreement for Future Equity (“SAFE”) agreements totaling $12.0 million with an investor. See “Note 5 - Debt” for further discussion.
Material Contractual Obligations
In the ordinary course of business, we enter into contractual arrangements that require future cash payments.
The following table sets forth information regarding our anticipated future cash payments under our contractual obligations as of February 28, 2026 (in thousands):
| Payments Due by Period | ||||||||||||||||||||||||||||
| Total | Remainder of FY 2026 | FY 2027 | FY 2028 | FY 2029 | FY 2030 | Thereafter | ||||||||||||||||||||||
| Debt obligations(1) | $ | 12,000 | — | — | — | — | — | $ | 12,000 | |||||||||||||||||||
| Operating lease obligations(2) | $ | 70,402 | 5,293 | 21,798 | 22,623 | 17,152 | 3,536 | $ | — | |||||||||||||||||||
| Financing lease obligations(3) | $ | 76,605 | 14,583 | 51,055 | 10,967 | — | — | $ | — | |||||||||||||||||||
| (1) | Debt obligations presented in the table reflect SAFE agreements which were accounted for in accordance with ASC 480 as described in Note 5 to the unaudited condensed combined financial statements for further discussion. |
| (2) | Operating lease obligations include future minimum payments for our operating leases. |
| (3) | Financing lease obligations include future minimum payments for our finance leases. |
The following table sets forth information regarding our anticipated future cash payments under our contractual obligations as of May 31, 2025 (in thousands):
| Payments Due by Period | ||||||||||||||||||||||||||||
| Total | FY 2026 | FY 2027 | FY 2028 | FY 2029 | FY 2030 | Thereafter | ||||||||||||||||||||||
| Debt obligations(1) | $ | 12,000 | — | — | — | — | — | 12,000 | ||||||||||||||||||||
| Operating lease obligations(2) | $ | 86,142 | 21,033 | 21,798 | 22,623 | 17,152 | 3,536 | — | ||||||||||||||||||||
| Financing lease obligations(3) | $ | 140,296 | 140,296 | — | — | — | — | — | ||||||||||||||||||||
| (1) | Debt obligations presented in the table reflect SAFE agreements which were accounted for in accordance with ASC 480 as described in Note 5 to the combined financial statements for further discussion. |
| (2) | Operating lease obligations include future minimum payments for our operating leases. |
| (3) | Financing lease obligations include future minimum payments for our finance leases. |
| 7 |
Summary of Cash Flows
Summary of Cash Flows for the Nine Months Ended February 28, 2026
The following table provides information about our net cash flow for the nine months ended February 28, 2026 and February 28, 2025, respectively.
| Nine Months Ended | ||||||||
| $ in thousands | February 28, 2026 | February 28, 2025 | ||||||
| Net cash provided by (used in) operating activities | $ | 113,106 | $ | (7,420 | ) | |||
| Net cash used in investing activities | (24,271 | ) | (2,849 | ) | ||||
| Net cash (used in) provided by financing activities | (91,126 | ) | 10,282 | |||||
| Net (decrease) increase in cash | (2,291 | ) | 13 | |||||
| Cash at beginning of period | 2,398 | — | ||||||
| Cash at end of period | $ | 107 | $ | 13 | ||||
Commentary on the change in cash flows between the Nine Months Ended February 28, 2026 and Nine Months Ended February 28, 2025
Operating Activities
The net cash provided by (used in) operating activities changed by $120.5 million, or 1624%, from $7.4 million used in operating activities for the nine months ended February 28, 2025 to $113.1 million provided by operating activities for the nine months ended February 28, 2026. Activities that positively impacted operating cash flows during the nine months ended February 28, 2025 included changes in operating assets and liabilities as well as a decrease in net loss between comparative periods. These positive impacts were partially offset by a decrease in depreciation and amortization and lease expense due to renegotiations of certain agreements during the nine months ended February 28, 2026.
Investing Activities
The net cash used in investing activities changed by $21.4 million, or 752%, from $2.8 million for the nine months ended February 28, 2025 to $24.3 million for the nine months ended February 28, 2026. This change was primarily due to an increase in investments in property and equipment during the nine months ended February 28, 2026.
Financing Activities
The net cash (used in) provided by financing activities changed by $101.4 million, or 986%, from $10.3 million provided by financing activities for the nine months ended February 28, 2025 to $91.1 million used in financing activities for the nine months ended February 28, 2026. This change was primarily driven by an approximately $100.6 million decrease in net transactions with Applied Parent as well as the absence of $12.0 million of proceeds from the issuance of SAFE agreements that occurred during the nine months ended February 28, 2025. These decreases were partially offset by a decrease of $11.1 million in finance lease repayments during the nine months ended February 28, 2026 compared to the nine months ended February 28, 2025.
| 8 |
Summary of Cash Flows for the Fiscal Years ended May 31, 2025 and May 31, 2024
The following table provides information about our net cash flow for the fiscal years ended May 31, 2025 and May 31, 2024, respectively.
| Fiscal Year Ended | ||||||||
| $ in thousands | May 31, 2025 | May 31, 2024 | ||||||
| Net cash (used in) provided by operating activities | $ | (7,222 | ) | $ | 49,808 | |||
| Net cash used in investing activities | (1,376 | ) | (57,612 | ) | ||||
| Net cash provided by financing activities | 10,996 | 7,804 | ||||||
| Net increase in cash | 2,398 | — | ||||||
| Cash at beginning of period | — | — | ||||||
| Cash at end of period | $ | 2,398 | $ | — | ||||
Commentary on the change in cash flows between fiscal years ended May 31, 2025 and May 31, 2024
Operating Activities
The net cash (used in) provided by operating activities changed by $57.0 million, or 114%, from $49.8 million provided by operating activities for the fiscal year ended May 31, 2024 to $7.2 million used in operating activities for the fiscal year ended May 31, 2025. This change was primarily driven by a decrease in deferred revenue due to an increase in revenue recognized as services were provided and an increase in accounts payable due to the timing of payments between the periods. The change was also impacted by a decrease in stock-based compensation in the comparative periods. This period activity was offset by an increase in fixed asset depreciation as more assets were placed in service during the period. Also offsetting this change was an increase in lease expense as we entered into additional leases during the fiscal year ended May 31, 2025.
Investing Activities
The net cash used in investing activities decreased by $56.2 million, or 98%, from $57.6 million for the fiscal year ended May 31, 2024 to $1.4 million for the fiscal year ended May 31, 2025. This decrease was primarily driven by the absence of finance lease prepayments and fewer purchases of property and equipment made during the fiscal year ended May 31, 2025 compared to May 31, 2024.
Financing Activities
The net cash provided by financing activities increased by $3.2 million, or 41%, from $7.8 million for the fiscal year ended May 31, 2024 to $11.0 million for the fiscal year ended May 31, 2025. The primary reason for this change was an increase of $61.1 million in net transactions with Applied Parent as well as an increase of $12.0 million in SAFE agreements. The increases were partially offset by an increase of $69.9 million in finance lease repayments during the fiscal year ended May 31, 2025 compared to the fiscal year ended May 31, 2024.
Recent Accounting Pronouncements
For a discussion of recently issued financial accounting standards, refer to “Note 2 - Significant Accounting Policies.”
Critical Accounting Estimates and Significant Judgments
Our combined financial statements are prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”). In connection with the preparation of our combined financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our combined financial statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.
While our significant accounting policies are described in more detail in Note 2 to our combined financial statements, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our combined financial statements.
Allocations From Applied Parent
The combined financial statements include expense allocations prior to the Business Combination for certain expenses provided by Applied Parent on a centralized basis, including, but not limited to, payroll, stock-based compensation and income taxes, and other expenses that are either specifically identifiable or clearly applicable to the Cloud Business. These expenses have been allocated to us on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Cloud Business during the periods presented. Management considers that such allocations have been made on a reasonable basis; however, these allocations may not be indicative of the actual expense that would have been incurred had we operated as an independent, stand-alone public entity.
| 9 |
Exhibit 99.2
Index to Audited Financial Statements of Applied Digital Cloud Corporation and Affiliates
|
Page |
| Report of Independent Registered Public Accounting Firm (PCAOB ID #199) | 2 |
| Combined Balance Sheets as of May 31, 2025 and May 31, 2024 | 3 |
| Combined Statements of Operations for the fiscal years ended May 31, 2025 and May 31, 2024 | 4 |
| Combined Statements of Changes in Parent Company Net Investment for the fiscal years ended May 31, 2025 and May 31,2024 | 5 |
| Combined Statements of Cash Flows for the fiscal years ended May 31, 2025 and May 31, 2024 | 6 |
| Notes to Combined Financial Statements | 7 |
| 1 |
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Applied Digital Cloud Corporation and Affiliates
Opinion on the Financial Statements
We have audited the accompanying combined balance sheets of Applied Digital Cloud Corporation and Affiliates (the “Company”) as of May 31, 2025 and 2024, the related combined statements of operations, changes in Parent Company Net Investment and cash flows for each of the two years in the period ended May 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of May 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended May 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Emphasis of Matter
As discussed in Note 1, the financial statements have been prepared on a “carve-out” basis from the financial statements of Applied Digital Corporation to reflect the assets, liabilities, revenues and expenses of the Company as well as allocations deemed reasonable by management to present the results of operations, financial position and cash flows of the Company on a standalone basis and may not reflect the Company’s results of operations, financial position and cash flows had the Company operated as a standalone company during the periods presented. Our opinion is not modified with respect to this matter.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.
/s/ CBIZ CPAs P.C.
We have served as the Company’s auditor since 2026.
New
York, NY
June 30, 2026
| 2 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Combined Balance Sheets
(In thousands)
| May 31, 2025 | May 31, 2024 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | — | |||||
| Accounts receivable | — | |||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right of use assets, net | ||||||||
| Finance lease right of use assets, net | ||||||||
| Other assets | — | |||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND PARENT COMPANY NET INVESTMENT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Current portion of operating lease liability | ||||||||
| Current portion of finance lease liability | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Long-term portion of operating lease liability | ||||||||
| Long-term portion of finance lease liability | — | |||||||
| Long-term debt | — | |||||||
| Total liabilities | ||||||||
| Parent company net investment | ||||||||
| Parent company net investment | ||||||||
| Total parent company net investment | ||||||||
| TOTAL LIABILITIES AND PARENT COMPANY NET INVESTMENT | $ | $ | ||||||
See accompanying notes to the combined financial statements
| 3 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Combined Statements of Operations
(In thousands)
| Fiscal Year Ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Costs and expenses: | ||||||||
| Cost of revenues | ||||||||
| Selling, general and administrative | ||||||||
| Loss on abandonment of assets | ||||||||
| Gain on abandonment of assets | ( | ) | — | |||||
| Total costs and expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Interest expense, net | ||||||||
| Net loss before income tax expense | ( | ) | ( | ) | ||||
| Income tax expense | — | — | ||||||
| Net loss | $ | ( | ) | ( | ) | |||
See accompanying notes to the combined financial statements
| 4 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Combined Statements of Changes in Parent Company Net Investment
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
(In thousands)
Parent company net investment | Total Parent company net investment | |||||||
| Balance, May 31, 2023 | $ | $ | ||||||
| Net transactions from parent company | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Balance, May 31, 2024 | $ | $ | ||||||
| Balance | $ | $ | ||||||
| Net transactions from parent company | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Balance, May 31, 2025 | $ | $ | ||||||
| Balance | $ | $ | ||||||
See accompanying notes to the combined financial statements
| 5 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Combined Statements of Cash Flows (in thousands)
| Fiscal Year Ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ( | ) | ||||||
| Lease expense | ||||||||
| Loss on abandonment of assets | ||||||||
| Gain on abandonment of assets | ( | ) | — | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | — | |||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other assets | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ( | ) | ||||||
| Lease assets and liabilities | ( | ) | ||||||
| CASH FLOW (USED IN) PROVIDED BY OPERATING ACTIVITIES | ( | ) | ||||||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Finance lease prepayments | — | ( | ) | |||||
| CASH FLOW USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Repayment of finance leases | ( | ) | ( | ) | ||||
| Proceeds from issuance of SAFE agreement included in long-term debt | — | |||||||
| Net transactions with parent company | ||||||||
| CASH FLOW PROVIDED BY FINANCING ACTIVITIES | ||||||||
| NET INCREASE IN CASH | — | |||||||
| CASH, BEGINNING OF PERIOD | — | — | ||||||
| CASH, END OF PERIOD | $ | — | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | ||||||||
| Operating right-of-use assets obtained by lease obligation | $ | $ | ||||||
| Finance right-of-use assets obtained by lease obligation | $ | $ | ||||||
| Property and equipment in accounts payable and accrued liabilities | $ | $ | ||||||
| Net assets (distributed to) contributed by parent company | $ | ( | ) | $ | ||||
See accompanying notes to the combined financial statements
| 6 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
| 1. | Business and Basis of Presentation |
Applied Digital Cloud Corporation, SAI Computing LLC, and SAI Computing Holdings LLC (together, “Applied Digital Cloud Corporation and Affiliates” or the “Company”), provide cloud services to customers, such as AI and machine learning developers by renting space at third party co-location centers and providing the customers with access to its cloud computing equipment. They are wholly owned subsidiaries of Applied Digital Corporation (“Applied Digital” or the “Parent”). All references to “we,” “us,” “our” or the “Company” mean Applied Digital Cloud Corporation, SAI Computing LLC, and SAI Holdings LLC.
On May 5, 2026 (the “Closing Date”), Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso”), consummated the previously announced business combination transaction (the “Business Combination”) contemplated by that certain Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”), dated February 15, 2026, by and among Ekso, 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, and Applied Digital Cloud Corporation, a wholly owned indirect subsidiary of Applied Parent and a direct subsidiary of Contributor as of immediately prior to Closing (as defined below). Upon the Closing, Ekso changed its name to “ChronoScale Corporation” and each of the Company entities became wholly owned direct or indirect subsidiaries of the ChronoScale Corporation.
The Company has historically existed and functioned as part of the consolidated business of the Parent. The accompanying combined financial statements are prepared on a standalone basis and are derived from the Parent’s historical accounting records. The Company has not operated as a separate standalone legal entity and is comprised of three wholly-owned subsidiaries of the Parent: Applied Digital Cloud Corporation, SAI Computing LLC, and SAI Computing Holdings LLC. The combined financial statements reflect the combined historical operations, financial position and cash flows of the Company for the period presented in conformity with generally accepted accounting principles in the United States (“GAAP”). The combined financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had it operated as a standalone business during the period presented. The assets, liabilities, revenue and expenses of the Company have been reflected in these combined financial statements on a historical cost basis, as included in the consolidated financial statements of the Parent, using the historical accounting policies applied by the Parent.
All intercompany transactions within the Company have been eliminated and all intercompany transactions between the Company and other legal entities, or components of legal entities, controlled by the Parent which are not being sold as part of the transaction have been included in the combined financial statements. The aggregate net effect of intercompany transactions that will not be settled in cash have been reflected in the combined balance sheets as Parent company net investment and in the combined statements of cash flows as a financing activity.
The combined statements of operations includes all revenues, costs, and expenses directly attributable to the Company, including allocation of expense associated with payroll, stock-based compensation and income taxes. Allocations are based on direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented. The allocated amounts are not necessarily indicative of the amounts that would be incurred or realized if the Company operated as a separate standalone entity during the period presented. Actual costs that the Company may have incurred if it were a standalone entity would depend on a number of factors, including whether functions were outsourced or performed by employees and strategic decisions made in areas of selling, general and administrative expense and infrastructure.
Income tax amounts in the combined financial statements have been calculated on a separate return method and presented as if operations were separate taxpayers in the respective jurisdictions.
| 7 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
The combined balance sheets include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Company. Cash includes cash held at legal entities within the Company. The Company does not utilize a centralized treasury management function for financing its operations; however, there are cash pooling activities consisting of transfers of cash to and from the Company and the Parent which are reflected as a component of Parent company net investment in the combined balance sheets.
The equity balance in the combined financial statements represents the excess of total assets over liabilities including the due to/from balances between the Company and the Parent (Parent company net investment). Parent company net investment is primarily impacted by intercompany payables and receivables and allocation of stock-based compensation.
| 2. | Significant Accounting Policies |
Use of Estimates
The preparation of combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet and the reported amounts of revenue and expenses during the reporting periods. On an on-going basis, the Company evaluates the estimates, including those related to allocations from parent such as payroll expense and stock-based compensation expense. Although these estimates are based on historical facts and various other assumptions that the Company believes are reasonable, actual results could differ from those estimates.
Allocations From Parent
The combined financial statements include expense allocations prior to the carve-out for certain expenses provided by the Parent on a centralized basis, including, but not limited to, financing, payroll, stock-based compensation, and other expenses that are either specifically identifiable or clearly applicable to the Company. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented. Management considers that such allocations have been made on a reasonable basis; however, these allocations may not be indicative of the actual expense that would have been incurred had the Company operated as an independent, stand-alone public entity.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers.
The Company provides managed cloud infrastructure services to customers, such as artificial intelligence and machine learning developers, to help develop their advanced products. Customers pay a fixed rate to the Company in exchange for managed cloud services supported by Company-provided equipment. Revenues are recognized based on the fixed rate, net of any credits for non-performance, over the term of the agreements.
Accounts Receivable
Accounts receivable are primarily comprised of billed and unbilled receivables for which the Company has an unconditional right to consideration and the performance obligations have been satisfied. The Company recognizes an allowance for the remaining lifetime expected credit losses based on management’s expectation of collectability. The Company bases its estimate on multiple factors, including historical experience with bad debts, our relationship with our customers and their credit quality, the aging of respective asset balances, current macroeconomic conditions and management’s expectations of conditions in the future. The Company writes off accounts receivable in the period when the likelihood of collection of a balance is considered remote.
| 8 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
Segments
For
the years ended May 31, 2025 and May 31, 2024, the Company has identified
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets (see “Note 3 - Property and Equipment”). Once an asset is identified for retirement or disposition, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is included in earnings. Depreciation expense includes the amortization of assets recorded in association with our leases. Leasehold improvements and assets recorded in association with our leases are amortized over the shorter of the expected lease term or the estimated useful life of the asset. Construction in progress represents assets received but not placed into service as of May 31, 2025 and May 31, 2024.
Impairment or Disposal of Long-Lived Assets
Our long-lived assets are reviewed for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. We also evaluate the period of depreciation and amortization of long-lived assets to determine whether events or circumstances warrant revised estimates of useful lives. When indicators of impairment are present, we determine the recoverability of our long-lived assets by comparing the carrying value of our long-lived assets to future undiscounted net cash flows expected to result from the use of the assets and their eventual disposition. If the estimated future undiscounted cash flows demonstrate the long-lived assets are not recoverable, an impairment loss would be calculated based on the excess of the carrying amounts of the long-lived assets over their fair value. The Company’s estimates of fair values are based on the best information available and require the use of estimates, judgments, and projections.
Lease Accounting
The Company determines whether an arrangement contains a lease at the inception of the arrangement. The Company leases office space under operating leases and equipment under finance leases. If a lease is determined to exist, the term of such lease is assessed based on the commencement date, which is the date on which the underlying asset is made available for the Company’s use by the lessor. For leases with renewal periods or early terminations at the Company’s option, the Company determines the expected lease term based on whether the exercise of any renewal option or early termination is reasonably certain at the inception of the lease.
At the commencement date of a lease, we recognize a right-of-use asset representing our right to use the underlying asset during the lease term and a lease liability for the present value of the future lease payments. As most leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available on the commencement date in determining the present value of lease payments.
For operating leases, we recognize fixed lease expense on a straight-line basis over the lease term. For finance leases, we recognize amortization expense on the right-of-use asset and interest expense on the lease liability over the lease term. Variable lease costs are recognized as incurred. Assets and liabilities related to finance leases are presented separately from those relating to operating leases on our combined balance sheets. We do not record lease contracts with a term of 12 months or less on our combined balance sheets. We have also elected for all leases to not separate lease and non-lease components.
| 9 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
Income Taxes
Income tax amounts in the combined financial statements have been calculated on a separate return method and presented as if operations were separate taxpayers in the respective jurisdictions. Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on the future tax consequences attributable to differences that exist between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as tax attributes such as net operating loss, capital loss and tax credits carryforwards on a taxing jurisdiction basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are expected, more likely than not, to be realized in the future. A tax benefit from an uncertain income tax position may be recognized in the financial statements only if it is more likely than not that the position is sustainable, based solely on its technical merits and consideration of the relevant taxing authority’s widely understood administrative practices and precedents. Recognized income tax positions are measured at the largest amount that has a greater than 50% likelihood of being realized. Any subsequent changes in recognition or measurement are reflected in the period in which the change in judgment occurs.
ASC Topic 740, Income Taxes, (“ASC 740”), clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure, and transition.
The Company’s policy for recording interest and penalties associated with unrecognized tax benefits is to record such interest and penalties as components of income tax expense.
Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s combined financial statements.
For further information on income taxes, see “Note 6 - Income Taxes” below.
Liquidity
As
of May 31, 2025, the Company had cash of $
Subsequent
to the year ended May 31, 2025, the Company renegotiated the majority of its finance leases to extend the duration of the lease agreements,
thus extending finance lease payments through fiscal year 2028. Additionally, after year end and through May 31, 2026, the Company made
finance lease payments of approximately $
Based on this analysis, the Company believes that substantial doubt to continue as a going concern has been alleviated. Management believes these events are sufficient to allow the Company to meet its obligations for at least one year after the date these carve-out financial statements are issued.
| 10 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and can be applied either prospectively or retrospectively. The Company does not expect the impact of adopting this ASU to be material on its disclosures and plans to adopt this pronouncement beginning with its fiscal year beginning June 1, 2025.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of this ASU on its financial statement presentation and disclosures and plans to adopt this pronouncement beginning with its fiscal year beginning June 1, 2027.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements. which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements and plans to adopt this pronouncement beginning with its fiscal year beginning June 1, 2028.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments in this update are to make other incremental improvements to GAAP and facilitate codification updates for a broad range of Topics arising from technical corrections, unintended application of the codification, clarifications, and other minor improvements. The resulting amendments are collectively referred to as Codification improvements. ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact the adoption of ASU 2025-12 may have on the Company’s combined financial statements.
In April 2026, the FASB issued ASU 2026-01, Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock, which is intended to provide authoritative guidance on how an issuer should initially measure paid-in-kind dividends on equity-classified preferred stock. The amendments in this ASU are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in an interim or annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact the adoption of ASU 2026-01 may have on the Company’s combined financial statements.
| 11 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
| 3. | Property and Equipment |
Property and equipment, net consisted of the following as of May 31, 2025 and 2024 (in thousands):
Schedule of Property and Equipment
Estimated Useful Life | May 31, 2025 | May 31, 2024 | ||||||||
| Networking equipment, electrical equipment, and software | $ | $ | ||||||||
| Leasehold improvements | ||||||||||
| Construction in progress | ||||||||||
| Other equipment and fixtures | ||||||||||
| Total cost of property and equipment | ||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||
| Property and equipment, net | $ | $ | ||||||||
Depreciation
expense totaled $
| 4. | Revenue from Contracts with Customers |
Below is a summary of the Company’s revenue concentration by major customer for the fiscal years ended May 31, 2025 and May 31, 2024:
Schedule of Revenue Concentration
| May 31, 2025 | May 31, 2024 | |||||||
| Customer A | % | % | ||||||
| Customer B | % | % | ||||||
| Customer | % | % | ||||||
Deferred Revenue
Changes in the Company’s deferred revenue balances for the fiscal years ended May 31, 2025 and May 31, 2024, respectively, are shown in the following table (in thousands):
Schedule of Deferred Revenue
| May 31, 2025 | May 31, 2024 | |||||||
| Balance, beginning of period | $ | $ | — | |||||
| Advance billings | ||||||||
| Revenue recognized | ( | ) | ( | ) | ||||
| Other adjustments(1) | ( | ) | — | |||||
| Balance, end of period | $ | $ | ||||||
| (1) | This adjustment represents deferred revenue associated with a contract that was cancelled during the 2024 fiscal year and repaid during the 2025 fiscal year. |
| 5. | Debt |
In
the first fiscal quarter of 2025, the Company entered into two SAFE agreements totaling $
If an equity financing transaction is completed by the Company before the termination of the SAFE agreements, the SAFE agreements will automatically convert into the number of shares of preferred stock equal to the purchase amount divided by the discount price, which will be the lowest price per share of the preferred stock sold in the equity financing transaction multiplied by the discount rate (90%). If there is a liquidity event before the termination of the SAFE agreements, the Investor will automatically be entitled to receive a portion of proceeds, due and payable to the Investor immediately prior to, or concurrent with, the occurrence of such liquidity event, equal to the greater of (i) the purchase amount or (ii) the amount payable on the number of shares of common stock equal to the purchase amount divided by the liquidity price (the price per share equal to the fair market value of the common stock at the time of the liquidity event, as determined by reference to the purchase price payable in connection with such liquidity event, multiplied by the discount rate). If there is a dissolution event before the termination of the SAFE agreements, the Investor will automatically be entitled to receive a portion of proceeds equal to the purchase amount, due and payable to the Investor immediately prior to the occurrence of the dissolution event.
| 12 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
In a liquidity or dissolution event, the SAFE agreements are intended to operate like standard non-participating preferred stock. The Investor’s right to receive the purchase amount is junior to payments for outstanding indebtedness and creditor claims, on par with payments for other SAFE agreements and preferred stock, and senior to payments for common stock. The SAFE agreements will automatically terminate immediately following the earliest to occur of: (i) the issuance of capital stock to the Investor pursuant to the automatic conversion of the SAFE agreements; or (ii) the payment, or setting aside for payment, of amounts due the Investor. The Investor shall have the right, but not the obligation, to purchase up to its Pro Rata Share (the ratio of (i) the purchase amount of the SAFE agreements to (ii) the aggregate purchase amounts of all SAFE agreements issued by the Company prior to the equity financing transaction) of the securities issued in the equity financing transaction, on the same terms, conditions and pricing afforded to the other investors participating in the equity financing transaction.
The SAFE agreements were accounted for in accordance with ASC 480: Distinguishing Liabilities from Equity. Per the SAFE agreements, as the underlying share class has not been issued yet and as such, equity classification cannot be determined based on redemption rights, these agreements were classified as liabilities and included in long-term debt at their face value on the Company’s combined balance sheets.
| 6. | Income Taxes |
Income tax expense for the fiscal years ended May 31, 2025 and 2024 consisted of the following (in thousands):
Schedule of Income Taxes Expenses
| May 31, 2025 | May 31, 2024 | |||||||
| Current expense (benefit) | ||||||||
| Federal | $ | — | $ | — | ||||
| Foreign | — | — | ||||||
| State | — | — | ||||||
| Total current expense | $ | — | — | |||||
| Deferred expense (benefit) | ||||||||
| Federal | $ | — | — | |||||
| Foreign | — | — | ||||||
| State | — | — | ||||||
| Total deferred (benefit) expense | — | — | ||||||
| Total income tax (benefit) expense | $ | — | $ | — | ||||
The following table reconciles the statutory rate to our effective tax rate for the fiscal years ended May 31, 2025 and 2024:
Schedule of Effective Income Tax Rate
| May 31, 2025 | May 31, 2024 | |||||||
| Expected income tax rate at the U.S. statutory rate | % | % | ||||||
| Stock-based compensation | % | % | ||||||
| State income taxes, net of federal tax benefit | % | % | ||||||
| Change in valuation allowance | ( | )% | ( | )% | ||||
| Effective income tax rate | — | % | — | % | ||||
| 13 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
Deferred income taxes reflect the temporary differences between the amounts at which assets and liabilities are recorded for financial reporting purposes and the amounts utilized for tax purposes. The primary components of the temporary differences that gave rise to the Company’s deferred tax assets and liabilities for the fiscal years ended May 31, 2025 and 2024 are as follows (in thousands):
Schedule of Deferred Tax Assets and Liabilities
| May 31, 2025 | May 31, 2024 | |||||||
| Deferred tax assets | ||||||||
| Net operating loss | $ | $ | ||||||
| Lease liability | ||||||||
| Interest disallowance carryforward | ||||||||
| Other | ( | ) | ||||||
| Deferred tax assets, gross | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets, net | $ | $ | ||||||
| Deferred tax liabilities | ||||||||
| Property and equipment | $ | ( | ) | $ | ||||
| Right of use assets | ( | ) | ( | ) | ||||
| Total deferred tax liability, net | ( | ) | ( | ) | ||||
| Net deferred tax asset | $ | — | $ | — | ||||
The
Company had $
A
valuation allowance is provided when it is more likely than not that some portion or the entire net deferred tax asset will not be realized.
The Company has recorded an increase in the valuation allowance of $
The valuation allowance is primarily attributable to deferred tax assets for net operating losses that management believes are more likely than not to remain unutilized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income of the appropriate character (i.e., capital or ordinary) during the period in which the temporary differences become deductible. Management considers, among other things, the scheduled reversals of deferred tax liabilities and the history of positive taxable income in evaluating the realizability of the deferred tax assets. Management believes that it is not likely that the results of future operations will generate sufficient taxable income to realize its deferred tax assets.
The Company did not have any unrecognized tax benefits for the years ended May 31, 2025 and May 31, 2024. The Company recognizes interest expense related to unrecognized tax benefits in income tax expense. The Company did not have any interest expense or expense for penalties related to unrecognized tax benefits for the reported period.
| 14 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
| 7. | Leases |
The Company enters into leases for equipment and office space. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company presents operating and finance right of use assets and liabilities separately on the balance sheets as their own captions, with the liabilities split between current and long-term, respectively.
Components of lease expense were as follows (in thousands):
Schedule of Components of Lease Expense
| May 31, 2025 | May 31, 2024 | |||||||
| Operating lease cost: | ||||||||
| Operating lease expense | $ | $ | ||||||
| Short-term lease expense | — | |||||||
| Total operating lease cost | ||||||||
| Finance lease expense: | ||||||||
| Amortization of right-of-use assets(1) | ||||||||
| Interest on lease liabilities | ||||||||
| Total finance lease cost | ||||||||
| Total net lease cost | $ | $ | ||||||
| (1) |
The following table represents the Company’s future minimum lease payments as of May 31, 2025 (in thousands):
Schedule of Future Minimum Lease Payments
| Operating Leases | Finance Leases | Total | ||||||||||
| Operating Leases | Finance Leases | Total | ||||||||||
| FY26 | $ | $ | $ | |||||||||
| FY27 | — | |||||||||||
| FY28 | — | |||||||||||
| FY29 | — | |||||||||||
| FY30 | — | |||||||||||
| Thereafter | — | — | — | |||||||||
| Total lease payments | ||||||||||||
| Less: imputed interest | ( | ) | ( | ) | ( | ) | ||||||
| Total lease liabilities | ||||||||||||
| Less: Current portion of lease liability | ( | ) | ( | ) | ( | ) | ||||||
| Long-term portion of lease liability | $ | $ | — | $ | ||||||||
Supplemental cash flow and other information related to leases is as follows:
Schedule of Supplemental Cash Flow and Other Information Related to Leases
| Fiscal Year Ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Weighted-average years remaining (in years): | ||||||||
| Finance leases | ||||||||
| Operating leases | ||||||||
| Weighted-average discount rate: | ||||||||
| Finance leases | % | % | ||||||
| Operating leases | % | % | ||||||
| 15 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
| 8. | Related Party Transactions |
The Company has not historically operated as a standalone business and the combined financial statements are derived from the consolidated financial statements and accounting records of the Parent. The following disclosure summarizes activity between the Company and the Parent, including the affiliates of the Parent that are not part of the Proposed Transaction.
Cost allocations from Parent
The Parent provides shared services, utilizes cash pooling in situations where the Parent pays for an expense associated with the Company. Shared services consist, but are not limited to, financing, payroll, stock-based compensation, and other expenses that are either specifically identifiable or clearly applicable to the Company. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount or other allocation methodologies considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented. Management considers that such allocations have been made on a reasonable basis; however, these allocations may not be indicative of the actual expense that would have been incurred had the Company operated as an independent, stand-alone public entity.
Schedule of Cost Allocations From Parent
| May 31, 2025 | May 31, 2024 | |||||||
| Fiscal Year Ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Cost of revenues | $ | $ | ||||||
| Selling, general and administrative | ( | ) | ||||||
| Total costs and expenses | $ | $ | ||||||
Net transactions from Parent
Net transfers to Parent are included within Net transactions from parent company on the combined statements of changes in parent company net investment and represent the net effect of transactions between the Company and the Parent. The components of Parent company net investment activity are as follows:
Schedule of Components of Parent Company Net Investment Activity
| May 31, 2025 | May 31, 2024 | |||||||
| Fiscal Year Ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Cash pooling and general financing activities | $ | $ | ( | ) | ||||
| Corporate overhead and other allocations | ||||||||
| Net transfers from the Parent as reflected in the Combined Statements of Cash Flows | ||||||||
| Stock-based compensation expense | ( | ) | ||||||
| Net assets (distributed to) contributed by Parent | ( | ) | ||||||
| Net transfers from the Parent as reflected in the Combined Statements of Changes in Parent Company Net Investment | $ | $ | ||||||
These transactions will not be settled in cash and therefore have been reflected in the combined balance sheets as Parent company net investment.
| 16 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Combined Financial Statements
For the Fiscal Years Ended May 31, 2025 and May 31, 2024
| 9. | Business Segments |
The
Company is currently organized and operates as
The following table presents a reconciliation to net loss before income tax expense (in thousands):
Schedule of Reconciliation to Net Loss Before Income Tax Expense
| May 31, 2025 | May 31, 2024 | |||||||
| Fiscal Year Ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Revenue | $ | $ | ||||||
| Less: | ||||||||
| Depreciation and amortization costs | ||||||||
| Lease and related costs | ||||||||
| Adjusted cost of revenues (1) | ||||||||
| Adjusted selling, general and administrative (1) | ||||||||
| Gain on abandonment of assets | ( | ) | — | |||||
| Total operating expenses | ||||||||
| Operating loss | ( | ) | ( | ) | ||||
| Interest expense, net | ||||||||
| Net loss before income tax expense | $ | ( | ) | $ | ( | ) | ||
| (1) |
| 10. | Subsequent Events |
The Company has evaluated events that occurred after the balance sheet date and through the date the financial statements were issued. The Company concluded that no subsequent events occurred during this period that would require recognition in the combined financial statements or disclosure in the notes thereto, except as described below.
On May 5, 2026 (the “Closing Date”), Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso”), consummated the previously announced business combination transaction (the “Business Combination”) contemplated by that certain Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”), dated February 15, 2026, by and among the Ekso, 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 Parent, and Cloud, a wholly owned indirect subsidiary of Applied Parent and a direct subsidiary of Contributor as of immediately prior to Closing (as defined below). Upon the Closing, the Company changed its name to “ChronoScale Corporation” and Cloud became a wholly owned subsidiary of the Company. Unless the context otherwise requires, references to the “Company” refer to Ekso Bionics Holdings, Inc. prior to the Closing and ChronoScale Corporation following the Closing.
In
connection with, and as a condition to Closing of the Business Combination, on May 1, 2026, the Company entered into the Securities Purchase
Agreement with Applied Parent, pursuant to which the Company agreed to sell and issue to Applied Parent
Also,
subsequent to the year ended May 31, 2025, the Company renegotiated the majority of its finance leases to extend the duration of the
lease agreements, thus extending finance lease payments through fiscal year 2028. Additionally, after year end and through May 31, 2026,
the Company made finance lease payments of approximately $
On June 2, 2026, Applied Parent paid off all amounts outstanding under the SAFE agreements in an amount of $13.3 million following agreement with the investor.
| 17 |
Index to Unaudited Financial Statements of Applied Digital Cloud Corporation and Affiliates
| Page | ||
| Condensed Combined Financial Statements | 1 | |
| Condensed Combined Balance Sheets as of February 28, 2026 and May 31, 2025 (unaudited) | 2 | |
| Condensed Combined Statements of Operations for the three and nine months ended February 28, 2026 and February 28, 2025 (unaudited) | 3 | |
| Condensed Combined Statements of Changes in Parent Company Net Investment for the three and nine months ended February 28, 2026 and February 28, 2025 (unaudited) | 4 | |
| Condensed Combined Statements of Cash Flows for the nine months ended February 28, 2026 and February 28, 2025 (unaudited) | 5 | |
| Notes to the Condensed Combined Financial Statements (unaudited) | 6 |
| 1 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Condensed Combined Balance Sheets (Unaudited)
(In thousands)
| February 28, 2026 | May 31, 2025 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right of use assets, net | ||||||||
| Finance lease right of use assets, net | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND PARENT COMPANY NET INVESTMENT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Current portion of operating lease liability | ||||||||
| Current portion of finance lease liability | ||||||||
| Deferred revenue | ||||||||
| Total current liabilities | ||||||||
| Long-term portion of operating lease liability | ||||||||
| Long-term portion of finance lease liability | — | |||||||
| Long-term debt | ||||||||
| Total liabilities | ||||||||
| Parent company net investment | ||||||||
| Parent company net investment | ||||||||
| Total parent company net investment | ||||||||
| TOTAL LIABILITIES AND PARENT COMPANY NET INVESTMENT | $ | $ | ||||||
See accompanying notes to the unaudited condensed combined financial statements
| 2 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Condensed Combined Statements of Operations (Unaudited)
(In thousands)
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Costs and expenses: | ||||||||||||||||
| Cost of revenues | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Loss on abandonment of assets | — | — | ||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense, net | ||||||||||||||||
| Net loss before income tax expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax expense | — | — | — | — | ||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
See accompanying notes to the unaudited condensed combined financial statements
| 3 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Condensed Combined Statements of Changes in Parent Company Net Investment (Unaudited)
For the Three and Nine Months Ended February 28, 2026 and 2025
(In thousands)
Parent company net investment | Total Parent company net investment | |||||||
| Balance, December 1, 2025 | $ | $ | ||||||
| Net transaction from parent company | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Balance, February 28, 2026 | $ | $ | ||||||
Parent company net investment | Total Parent company net investment | |||||||
| Balance, December 1, 2024 | $ | $ | ||||||
| Net transaction from parent company | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Balance, February 28, 2025 | $ | $ | ||||||
Parent company net investment | Total Parent company net investment | |||||||
| Balance, June 1, 2025 | $ | $ | ||||||
| Net transaction from parent company | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Balance, February 28, 2026 | $ | $ | ||||||
Parent company net investment | Total Parent company net investment | |||||||
| Balance, June 1, 2024 | $ | $ | ||||||
| Balance | $ | $ | ||||||
| Net transaction from parent company | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Balance, February 28, 2025 | $ | $ | ||||||
| Balance | $ | $ | ||||||
See accompanying notes to the unaudited condensed combined financial statements
| 4 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Condensed Combined Statements of Cash Flows (Unaudited)
(In thousands)
| February 28, 2026 | February 28, 2025 | |||||||
| Nine Months Ended | ||||||||
| February 28, 2026 | February 28, 2025 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation | ( | ) | ||||||
| Lease expense | ||||||||
| Loss on abandonment of assets | — | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued liabilities | ( | ) | ||||||
| Lease assets and liabilities | ||||||||
| Other assets | ||||||||
| CASH FLOW PROVIDED BY (USED IN) OPERATING ACTIVITIES | ( | ) | ||||||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Finance lease prepayments | — | ( | ) | |||||
| CASH FLOW USED IN INVESTING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Repayment of finance leases | ( | ) | ( | ) | ||||
| Proceeds from issuance of SAFE agreement included in long-term debt | — | |||||||
| Net transactions with parent company | ( | ) | ||||||
| CASH FLOW (USED IN) PROVIDED BY FINANCING ACTIVITIES | ( | ) | ||||||
| NET (DECREASE) INCREASE IN CASH | ( | ) | ||||||
| CASH, BEGINNING OF PERIOD | — | |||||||
| CASH, END OF PERIOD | $ | |||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Interest paid | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES | ||||||||
| Finance right-of-use assets obtained by lease obligation | $ | $ | ||||||
| Net assets contributed by parent company | $ | $ | ||||||
| Property and equipment in accounts payable and accrued liabilities | $ | — | $ | ( | ) | |||
See accompanying notes to the unaudited condensed combined financial statements
| 5 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Condensed Combined Financial Statements (Unaudited)
For the Three and Nine Months Ended February 28, 2026 and February 28, 2025
| 1. | Business and Basis of Presentation |
Applied Digital Cloud Corporation, SAI Computing LLC, and SAI Computing Holdings LLC (together, the “Company”), provide cloud services to customers, such as AI and machine learning developers by renting space at third party co-location centers and providing the customers with access to its cloud computing equipment. They are wholly owned subsidiaries of Applied Digital Corporation (“Applied Digital” or the “Parent”). All references to “we,” “us,” “our” or the “Company” mean Applied Digital Cloud Corporation, SAI Computing LLC, and SAI Holdings LLC.
On May 5, 2026 (the “Closing Date”), Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso”), consummated the previously announced business combination transaction (the “Business Combination”) contemplated by that certain Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”), dated February 15, 2026, by and among Ekso, 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, and Applied Digital Cloud Corporation, a wholly owned indirect subsidiary of Applied Parent and a direct subsidiary of Contributor as of immediately prior to Closing (as defined below). Upon the Closing, Ekso changed its name to “ChronoScale Corporation” and each of the Company entities became wholly owned direct or indirect subsidiaries of the ChronoScale Corporation.
The Company has historically existed and functioned as part of the consolidated business of the Parent. The accompanying unaudited condensed combined financial statements are prepared on a standalone basis and are derived from the Parent’s historical accounting records. The Company has not operated as a separate standalone legal entity and is comprised of three wholly-owned subsidiaries of the Parent: Applied Digital Cloud Corporation, SAI Computing LLC, and SAI Computing Holdings LLC. The unaudited condensed combined financial statements reflect the combined historical operations, financial position and cash flows of the Company for the period presented in conformity with generally accepted accounting principles in the United States (“GAAP”). The unaudited condensed combined financial statements may not be indicative of the Company’s future performance and do not necessarily reflect what the financial position, results of operations and cash flows would have been had it operated as a standalone business during the period presented. The assets, liabilities, revenue and expenses of the Company have been reflected in these unaudited condensed combined financial statements on a historical cost basis, as included in the condensed consolidated financial statements of the Parent, using the historical accounting policies applied by the Parent.
All intercompany transactions within the Company have been eliminated and all intercompany transactions between the Company and other legal entities, or components of legal entities, controlled by the Parent which are not being sold as part of the transaction have been included in the unaudited condensed combined financial statements. The aggregate net effect of intercompany transactions that will not be settled in cash have been reflected in the unaudited condensed combined balance sheets as Parent company net investment and in the unaudited condensed combined statements of cash flows as a financing activity.
The unaudited condensed combined statements of operations include all revenues, costs, and expenses directly attributable to the Company, including allocation of expense associated with payroll, stock-based compensation and income taxes. Allocations are based on direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented. The allocated amounts are not necessarily indicative of the amounts that would be incurred or realized if the Company operated as a separate standalone entity during the periods presented. Actual costs that the Company may have incurred if it were a standalone entity would depend on a number of factors, including whether functions were outsourced or performed by employees and strategic decisions made in areas of selling, general and administrative expense and infrastructure.
Income tax amounts in the unaudited condensed combined financial statements have been calculated on a separate return method and presented as if operations were separate taxpayers in the respective jurisdictions.
The unaudited condensed combined balance sheets include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Company. Cash includes cash held at legal entities within the Company. The Company does not utilize a centralized treasury management function for financing its operations; however, there are cash pooling activities consisting of transfers of cash to and from the Company and the Parent which are reflected as a component of Parent company net investment in the unaudited condensed combined balance sheets.
The equity balance in the unaudited condensed combined financial statements represents the excess of total assets over liabilities including the due to/from balances between the Company and the Parent (Parent company net investment). Parent company net investment is primarily impacted by intercompany payables and receivables and allocation of stock-based compensation. For further information, please refer to and read these interim unaudited condensed combined financial statements in conjunction with the Company’s audited combined financial statements for the fiscal year ended May 31, 2025 included herein.
| 6 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Condensed Combined Financial Statements (Unaudited)
For the Three and Nine Months Ended February 28, 2026 and February 28, 2025
| 2. | Significant Accounting Policies |
Use of Estimates
The preparation of unaudited condensed combined financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheets and the reported amounts of revenue and expenses during the reporting periods. On an on-going basis, the Company evaluates the estimates, including those related to allocations from parent such as payroll expense and stock-based compensation expense. Although these estimates are based on historical facts and various other assumptions that the Company believes are reasonable, actual results could differ from those estimates.
Allocations From Parent
The unaudited condensed combined financial statements include expense allocations prior to the carve-out for certain expenses provided by the Parent on a centralized basis, including, but not limited to, financing, payroll, stock-based compensation, and other expenses that are either specifically identifiable or clearly applicable to the Company. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented. Management considers that such allocations have been made on a reasonable basis; however, these allocations may not be indicative of the actual expense that would have been incurred had the Company operated as an independent, stand-alone public entity.
Revenue Recognition
The Company recognizes revenue in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers.
The Company provides managed cloud infrastructure services to customers, such as artificial intelligence and machine learning developers, to help develop their advanced products. Customers pay a fixed rate to the Company in exchange for managed cloud services supported by Company-provided equipment. Revenues are recognized based on the fixed rate, net of any credits for non-performance, over the term of the agreements.
Accounts Receivable
Accounts receivable are primarily comprised of billed and unbilled receivables for which the Company has an unconditional right to consideration and the performance obligations have been satisfied. The Company recognizes an allowance for the remaining lifetime expected credit losses based on management’s expectation of collectability. The Company bases its estimate on multiple factors, including historical experience with bad debts, our relationship with our customers and their credit quality, the aging of respective asset balances, current macroeconomic conditions and management’s expectations of conditions in the future. The Company writes off accounts receivable in the period when the likelihood of collection of a balance is considered remote.
Segments
For
the nine months ended February 28, 2026 and February 28, 2025, the Company has identified
Liquidity
As
of February 28, 2026, the Company had cash of $
The
Company expects positive cash flows from operations to support its obligations and, in connection with the Business Combination raised
approximately $
Based on this analysis, the Company believes that substantial doubt to continue as a going concern has been alleviated. Management believes these events are sufficient to allow the Company to meet its obligations for at least one year after the date these carve-out financial statements are issued.
| 7 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Condensed Combined Financial Statements (Unaudited)
For the Three and Nine Months Ended February 28, 2026 and February 28, 2025
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (“Topic 740”): Improvements to Income Tax Disclosures. This ASU is intended to enhance the transparency and decision usefulness of income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and can be applied either prospectively or retrospectively. The Company has adopted this ASU for the fiscal year beginning June 1, 2025 and will present updated disclosures in its fiscal year ended May 31, 2026 financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. In January 2025, the FASB issued ASU No. 2025-01, which revises the effective date of ASU No. 2024-03, to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The ASU allows prospective or retrospective application. The Company is currently evaluating the impact of this ASU on its financial statement presentation and disclosures and plans to adopt this pronouncement beginning with its fiscal year beginning June 1, 2027.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270) Narrow-Scope Improvements. which is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. ASU 2025-11 also addresses the form and content of such financial statements, interim disclosures requirements, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statements and plans to adopt this pronouncement beginning with its fiscal year beginning June 1, 2028.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. The amendments in this update are to make other incremental improvements to GAAP and facilitate codification updates for a broad range of Topics arising from technical corrections, unintended application of the codification, clarifications, and other minor improvements. The resulting amendments are collectively referred to as Codification improvements. ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact the adoption of ASU 2025-12 may have on the Company’s condensed combined financial statements.
| 3. | Property and Equipment |
Property and equipment consisted of the following as of February 28, 2026 and May 31, 2025 (in thousands):
Schedule of Property and Equipment
| Estimated Useful Life | February 28, 2026 | May 31, 2025 | ||||||||
| Networking equipment, electrical equipment, and software | $ | $ | ||||||||
| Leasehold improvements | ||||||||||
| Construction in progress | ||||||||||
| Other equipment and fixtures | ||||||||||
| Total cost of property and equipment | ||||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||||
| Property and equipment, net | $ | $ | ||||||||
Depreciation
expense totaled $
| 8 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Condensed Combined Financial Statements (Unaudited)
For the Three and Nine Months Ended February 28, 2026 and February 28, 2025
| 4. | Revenue from Contracts with Customers |
Below is a summary of the Company’s revenue concentration by major customer for the three and nine months ended February 28, 2026 and February 28, 2025, respectively.
Schedule of Revenue Concentration
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Customer A | % | % | % | % | ||||||||||||
| Customer B | — | % | — | % | — | % | % | |||||||||
| Customer | — | % | — | % | — | % | % | |||||||||
Deferred Revenue
Changes in the Company’s deferred revenue balances for the nine months ended February 28, 2026 and February 28, 2025, respectively, are shown in the following table (in thousands):
Schedule of Deferred Revenue
| February 28, 2026 | February 28, 2025 | |||||||
| Nine Months Ended | ||||||||
| February 28, 2026 | February 28, 2025 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| Advance billings | ||||||||
| Revenue recognized | ( | ) | ( | ) | ||||
| Other adjustments | — | ( | ) | |||||
| Balance, end of period | $ | $ | ||||||
| 5. | Debt |
In
the prior fiscal year, the Company entered into two SAFE agreements totaling $
The SAFE agreements were accounted for in accordance with ASC 480: Distinguishing Liabilities from Equity. Per the SAFE agreements, as the underlying share class has not been issued yet and as such, equity classification cannot be determined based on redemption rights, these agreements were classified as liabilities and included in long-term debt at their face value on the Company’s unaudited condensed combined balance sheets.
| 6. | Leases |
From time to time, the Company enters into leases for equipment and office space. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company presents operating and finance lease right of use assets and liabilities separately on the unaudited condensed combined balance sheets as their own captions, with the liabilities split between current and long-term.
During the nine months ended February 28, 2026, the Company renegotiated the majority of its finance leases to extend the duration of the lease agreements, thus extending finance lease payments through fiscal year 2028. In accordance with ASC 842, as the modifications were not separate contracts, the Company reassessed the classification of the leases, noting no change in classification. As such, the Company reallocated the remaining consideration in the contract and remeasured the lease liability using a discount rate for each of the leases determined at the effective date of the modification. The Company recognized the amount of the remeasurement of the lease liability for each of the modified leases as an adjustment to the corresponding right-of-use asset.
Subsequent to February 28, 2026 and through May 31, 2026, the Company made finance lease payments of approximately $14.6 million and operating lease payments of $5.3 million.
| 9 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Condensed Combined Financial Statements (Unaudited)
For the Three and Nine Months Ended February 28, 2026 and February 28, 2025
Components of lease expense were as follows (in thousands):
Schedule of Components of Lease Expense
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Operating lease cost: | ||||||||||||||||
| Operating lease expense | $ | $ | $ | $ | ||||||||||||
| Short-term lease expense | — | |||||||||||||||
| Total operating lease cost | ||||||||||||||||
| Finance lease expense: | ||||||||||||||||
| Amortization of right-of-use assets(1) | ||||||||||||||||
| Interest on lease liabilities | ||||||||||||||||
| Total finance lease cost | ||||||||||||||||
| Variable lease cost | ||||||||||||||||
| Total net lease cost | $ | $ | $ | $ | ||||||||||||
| (1) |
The following table represents the Company’s future minimum lease payments as of February 28, 2026:
Schedule of Future Minimum Lease Payments
| Operating Leases | Finance Leases | Total | ||||||||||
| Operating Leases | Finance Leases | Total | ||||||||||
| FY26 | $ | $ | $ | |||||||||
| FY27 | ||||||||||||
| FY28 | ||||||||||||
| FY29 | — | |||||||||||
| FY30 | — | |||||||||||
| Thereafter | — | — | — | |||||||||
| Total lease payments | ||||||||||||
| Less: imputed interest | ( | ) | ( | ) | ( | ) | ||||||
| Total lease liabilities | ||||||||||||
| Less: Current portion of lease liability | ( | ) | ( | ) | ( | ) | ||||||
| Long-term portion of lease liability | $ | $ | $ | |||||||||
Supplemental cash flow and other information related to leases is as follows:
Schedule of Supplemental Cash Flow and Other Information Related to Leases
| Nine Months Ended | ||||||||
| February 28, 2026 | February 28, 2025 | |||||||
| Weighted-average years remaining (in years): | ||||||||
| Operating leases | ||||||||
| Finance leases | ||||||||
| Weighted-average discount rate: | ||||||||
| Operating leases | % | % | ||||||
| Finance leases | % | % | ||||||
| 10 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Condensed Combined Financial Statements (Unaudited)
For the Three and Nine Months Ended February 28, 2026 and February 28, 2025
| 7. | Related Party Transactions |
The Company has not historically operated as a standalone business and the unaudited condensed combined financial statements are derived from the consolidated financial statements and accounting records of the Parent. The following disclosure summarizes activity between the Company and the Parent, including the affiliates of the Parent that are not part of the Proposed Transaction.
Cost allocations from Parent
The Parent provides shared services, utilizes cash pooling in situations where the Parent pays for an expense associated with the Company. Shared services consist, but are not limited to, financing, payroll, stock-based compensation, and other expenses that are either specifically identifiable or clearly applicable to the Company. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount or other allocation methodologies considered to be a reasonable reflection of the utilization of services provided or the benefit received by the Company during the periods presented. Management considers that such allocations have been made on a reasonable basis; however, these allocations may not be indicative of the actual expense that would have been incurred had the Company operated as an independent, stand-alone public entity.
Schedule of Cost Allocations From Parent
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Cost of revenues | $ | $ | $ | $ | ||||||||||||
| Selling, general and administrative | — | — | — | ( | ) | |||||||||||
| Total costs and expenses | $ | $ | $ | $ | ||||||||||||
Net Parent Investment
Net transfers to Parent are included within Parent company net investment on the unaudited condensed combined statements of changes in parent company net investment and represent the net effect of transactions between the Company and the Parent. The components of Parent company net investment activity are as follows:
Schedule of Components of Parent Company Net Investment Activity
| February 28, 2026 | February 28, 2025 | |||||||
| Nine Months Ended | ||||||||
| February 28, 2026 | February 28, 2025 | |||||||
| Cash pooling and general financing activities | $ | ( | ) | $ | ( | ) | ||
| Corporate overhead and other allocations | ||||||||
| Net transfers from the Parent as reflected in the Condensed Combined Statements of Cash Flows (unaudited) | ( | ) | ||||||
| Stock-based compensation expense | ( | ) | ||||||
| Net assets contributed by (distributed to) Parent | ||||||||
| Net transfers from the Parent as reflected in the Condensed Combined Statements of Changes in Parent Company Net Investment (unaudited) | $ | $ | ||||||
These transactions will not be settled in cash and therefore have been reflected in the unaudited condensed combined balance sheets as Parent company net investment.
| 11 |
APPLIED DIGITAL CLOUD CORPORATION AND AFFILIATES
Notes to the Condensed Combined Financial Statements (Unaudited)
For the Three and Nine Months Ended February 28, 2026 and February 28, 2025
| 8. | Business Segments |
The
Company is currently organized and operates as
The following tables presents reco nciliation to net loss before income tax expense (in thousands):
Schedule of Reconciliation to Net Loss Before Income Tax Expense
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| February 28, 2026 | February 28, 2025 | February 28, 2026 | February 28, 2025 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Less: | ||||||||||||||||
| Depreciation and amortization costs | ||||||||||||||||
| Lease and related costs | ||||||||||||||||
| Adjusted cost of revenues (1) | ||||||||||||||||
| Adjusted selling, general and administrative (1) | ( | ) | ||||||||||||||
| Loss on abandonment of assets | — | — | ||||||||||||||
| Gain on abandonment of assets | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense, net | ||||||||||||||||
| Net loss before income tax expense | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (1) |
| 9. | Subsequent Events |
The Company has evaluated events that occurred after the balance sheet date and through the date of the financial statements were issued. The Company concluded that no subsequent events occurred during this period that would require recognition in the unaudited condensed combined financial statements or disclosure in the notes thereto, except as described below.
On May 5, 2026 (the “Closing Date”), Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso”), consummated the previously announced business combination transaction (the “Business Combination”) contemplated by that certain Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”), dated February 15, 2026, by and among the Ekso, 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 Parent, and Cloud, a wholly owned indirect subsidiary of Applied Parent and a direct subsidiary of Contributor as of immediately prior to Closing (as defined below). Upon the Closing, the Company changed its name to “ChronoScale Corporation” and Cloud became a wholly owned subsidiary of the Company. Unless the context otherwise requires, references to the “Company” refer to Ekso Bionics Holdings, Inc. prior to the Closing and ChronoScale Corporation following the Closing.
In
connection with, and as a condition to Closing of the Business Combination, on May 1, 2026, the Company entered into the Securities Purchase
Agreement with Applied Parent, pursuant to which the Company agreed to sell and issue to Applied Parent
On June 2, 2026, Applied
Parent paid off all amounts outstanding under the SAFE agreements in an amount of $
| 12 |
Exhibit 99.3
EKSO BIONICS HOLDINGS, INC.
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
Introduction
On February 15, 2026, Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso” or the “Company”) entered into the Contribution and Exchange Agreement (the “Contribution and Exchange Agreement”), with 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 the Applied Digital Corporation (“Applied Parent”), and Applied Digital Cloud Corporation, a Nevada corporation, a wholly owned indirect subsidiary of Applied Parent and a direct subsidiary of Contributor (“Cloud”). Pursuant to the Contribution and Exchange Agreement, Contributor contributed all of its right, title and interest in and to 1,200 shares of the common stock of its wholly owned subsidiary, Cloud, constituting 100% of the issued and outstanding equity of Cloud, to Ekso in exchange for 138,216,820 newly issued shares (the “Exchanged Shares”) of common stock of Ekso, par value $0.001 per share (the “Common Stock”) (the “Business Combination”). On May 5, 2026, the Business Combination was consummated and Ekso changed its name to ChronoScale Corporation (“ChronoScale”).
In addition, on May 1, 2026, Applied Parent subscribed for and purchased, pursuant to a securities purchase agreement, $15.75 million of Common Stock in an offering (the “Applied Parent Equity Financing”) exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), at a price per share of Common Stock equal to the market price per share of the Common Stock, as described in the information statement the Company filed with the Securities and Exchange Commission (the “SEC”) on April 3, 2026 (the “Information Statement”).. The closing of the Applied Parent Equity Financing was conditioned upon all conditions to the closing of the Business Combination (the “Closing”) being satisfied or waived and the Business Combination occurring substantially concurrently with the Applied Parent Equity Financing, as well as certain other conditions. The Business Combination and the Applied Parent Equity Financing are referred to collectively in this Information Statement as “the Transactions.” Immediately following the consummation of the Transactions, based on the shares outstanding as of May 5, 2026, Ekso’s legacy securityholders collectively hold approximately 3% of ChronoScale’s outstanding shares of Common Stock, Contributor holds approximately 96% of ChronoScale’s outstanding shares of Common Stock and Applied Parent holds approximately 1% of ChronoScale’s outstanding shares of Common Stock, in each case, assuming full conversion of the outstanding (as of the Closing) shares of the Company’s Series B Preferred Stock and full vesting of outstanding director restricted stock units that vested upon the Closing in accordance with their terms. The Exchanged Shares and the shares of Common Stock issued in the Applied Parent Equity Financing were issued in a private placement transaction exempt from the registration requirements under the Securities Act.
The following unaudited pro forma condensed combined financial information (“unaudited pro forma financial information”) has been prepared based on the historical consolidated financial statements of Ekso and the historical combined financial statements of Cloud and Affiliates, as indicated below, after giving effect to the Transactions. The unaudited pro forma condensed combined balance sheet as of February 28, 2026 combines the historical unaudited consolidated balance sheet of Ekso as of March 31, 2026 and the historical unaudited combined balance sheet of Cloud and Affiliates as of February 28, 2026, as if the Transactions had occurred on February 28, 2026. The unaudited pro forma condensed combined statement of operations and comprehensive loss for the nine months ended February 28, 2026 combines the historical unaudited consolidated statement of operations and comprehensive loss of Ekso for the nine months ended March 31, 2026 (see note 2), with the historical unaudited combined statement of operations of Cloud and Affiliates for the nine months ended February 28, 2026, as if the Transactions had occurred on June 1, 2024. The unaudited pro forma condensed combined statement of operations and comprehensive loss for the twelve months ended May 31, 2025 combines the historical unaudited consolidated statement of operations and comprehensive loss of Ekso for the twelve months ended June 30, 2025 (see note 2), with the historical audited combined statement of operations of Cloud and Affiliates for the twelve months ended May 31, 2025, as if the Transactions had occurred on June 1, 2024.
| 1 |
The unaudited pro forma financial information was prepared using and should be read in conjunction with:
| ● | the accompanying notes to the unaudited pro forma financial information; | |
| ● | the historical audited consolidated financial statements of Ekso as of and for the year ended December 31, 2025, included in Ekso’s Annual Report on Form 10-K filed with the SEC on February 23, 2026; | |
| ● | the historical unaudited consolidated balance sheet of Ekso as of March 31, 2026; | |
| ● | the historical audited combined financial statements of Cloud and Affiliates for the year ended May 31, 2025; and | |
| ● | the historical unaudited combined financial statements of Cloud and Affiliates for the nine months ended February 28, 2026. |
The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized had the Transactions occurred on the dates indicated, nor is it indicative of future operating results or financial position of the combined company.
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting, as further described in Note 2, with Cloud as the accounting acquirer of Ekso. Accordingly, consideration paid or exchanged by Cloud to complete the Business Combination has been allocated to assets, liabilities and noncontrolling interests of Ekso based on their estimated fair values with any excess allocated to goodwill. The acquisition method of accounting is dependent upon certain valuation assumptions, including those related to the preliminary purchase price allocation of the assets acquired, liabilities assumed and noncontrolling interests of Ekso. The actual purchase price allocation may vary based on final analysis of the fair value of the acquired assets, assumed liabilities, and noncontrolling interests, which is expected to be completed no later than 12 months after the date of completion of the Business Combination. These changes may result in material adjustments to the unaudited pro forma financial information.
The historical financial statements have been adjusted in the accompanying unaudited pro forma financial information to give effect to pro forma events that are applicable to business combination accounting as required under generally accepted accounting principles in the United States (“U.S. GAAP”). The unaudited pro forma adjustments are based upon currently available information, estimates and assumptions. The unaudited pro forma financial information is for informational purposes only, is not intended to represent or to be indicative of actual results of operations or financial position of ChronoScale had the Transactions been completed on the dates assumed, and should not be taken as indicative of future consolidated results of operations or financial position. The actual results may differ significantly from those reflected in the unaudited pro forma condensed combined statement of operations for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma statements of operations and actual amounts. The unaudited pro forma financial information contained herein does not include integration costs or benefits from synergies that may result from the Transactions.
The unaudited pro forma financial information is presented for informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X of the SEC as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the unaudited pro forma financial information.
| 2 |
UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET AS OF FEBRUARY 28, 2026
(in thousands)
| Cloud | Ekso | Financing Adjustments (Note 7) |
Note Ref | Business Combination Adjustments (Note 5) |
Note Ref | Pro Forma Combined | ||||||||||||||||||
| Assets | ||||||||||||||||||||||||
| Current assets: | ||||||||||||||||||||||||
| Cash | $ | 107 | $ | 3,993 | $ | 15,000 | 7(a) | $ | - | $ | 19,100 | |||||||||||||
| Accounts receivable | 10,714 | 4,537 | - | - | 15,251 | |||||||||||||||||||
| Inventories | - | 4,649 | - | - | 4,649 | |||||||||||||||||||
| Prepaid expenses and other current assets | 559 | 874 | - | - | 1,433 | |||||||||||||||||||
| Total current assets | 11,380 | 14,053 | 15,000 | - | 40,433 | |||||||||||||||||||
| Property and equipment, net | 32,505 | 1,115 | - | - | 33,620 | |||||||||||||||||||
| Operating lease right-of-use asset, net | 76,959 | 343 | - | - | 77,302 | |||||||||||||||||||
| Finance lease right-of-use asset, net | 135,142 | - | - | - | 135,142 | |||||||||||||||||||
| Intangible assets, net | - | 3,418 | - | 6,382 | 5(b) | 9,800 | ||||||||||||||||||
| Goodwill | - | 431 | - | 45,466 | 5(a) | 45,897 | ||||||||||||||||||
| Other assets | - | 308 | - | - | 308 | |||||||||||||||||||
| Total assets | $ | 255,986 | $ | 19,668 | $ | 15,000 | $ | 51,848 | $ | 342,502 | ||||||||||||||
| Liabilities and stockholders’ equity | ||||||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||||||
| Accounts payable | $ | 3,796 | $ | 2,109 | $ | - | $ | - | $ | 5,905 | ||||||||||||||
| Accrued liabilities | 3,814 | 1,723 | - | 2,049 | 5(d) | 7,586 | ||||||||||||||||||
| Current portion of operating lease liability | 17,606 | 351 | - | - | 17,957 | |||||||||||||||||||
| Current portion of finance lease liability | 50,777 | - | - | - | 50,777 | |||||||||||||||||||
| Current portion of debt | - | 3,325 | - | 21 | 3,346 | |||||||||||||||||||
| Deferred revenue | 152 | 1,583 | - | - | 1,735 | |||||||||||||||||||
| Total current liabilities | 76,145 | 9,091 | - | 2,070 | 87,306 | |||||||||||||||||||
| Long-term portion of operating lease liability | 44,985 | 121 | - | - | 45,106 | |||||||||||||||||||
| Long-term portion of finance lease liability | 20,498 | - | - | - | 20,498 | |||||||||||||||||||
| Long-term debt | 12,000 | 520 | - | (56 | ) | 12,464 | ||||||||||||||||||
| Long-term deferred revenue | - | 1,261 | - | - | 1,261 | |||||||||||||||||||
| Other non-current liabilities | - | 2,935 | - | - | 2,935 | |||||||||||||||||||
| Total liabilities | 153,628 | 13,928 | - | 2,014 | 169,570 | |||||||||||||||||||
| Commitments and contingencies | - | - | - | - | - | |||||||||||||||||||
| Stockholders’ equity | ||||||||||||||||||||||||
| Parent company net investment | 102,358 | - | - | (102,358 | ) | 5(c) | - | |||||||||||||||||
| Convertible preferred stock | - | 3,650 | - | - | 5(c) | 3,650 | ||||||||||||||||||
| Common stock | - | 37 | 1 | 7(a) | 106 | 5(c) | 144 | |||||||||||||||||
| Additional paid in capital | - | 271,816 | 14,999 | 7(a) | 51,332 | 5(c) | 338,147 | |||||||||||||||||
| Retained earnings (Accumulated deficit) | - | (269,281 | ) | - | 100,272 | 5(c), 5(d) | (169,009 | ) | ||||||||||||||||
| Accumulated other comprehensive (loss) income | - | (482 | ) | - | 482 | 5(c) | - | |||||||||||||||||
| Total Stockholders’ Equity | 102,358 | 5,740 | 15,000 | 49,834 | 172,932 | |||||||||||||||||||
| Total liabilities and stockholders’ equity | $ | 255,986 | $ | 19,668 | $ | 15,000 | $ | 51,848 | $ | 342,502 | ||||||||||||||
| 3 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE TWELVE MONTHS ENDED MAY 31, 2025
(in thousands)
| Cloud | Ekso | Financing Adjustments (Note 7) | Note Ref | Business Combination Adjustments (Note 6) | Note Ref | Pro Forma Combined | ||||||||||||||||||
| Revenue | $ | 84,376 | $ | 14,651 | $ | - | $ | - | $ | 99,027 | ||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||
| Cost of revenues | 115,308 | 7,103 | - | 179 | 6(a) | 122,590 | ||||||||||||||||||
| Selling, general and administrative | 24,813 | 19,832 | - | 2,949 | 5(d), 6(b) | 47,594 | ||||||||||||||||||
| Gain on sale of assets | (414 | ) | - | - | - | (414 | ) | |||||||||||||||||
| Total costs and expenses | 139,707 | 26,935 | - | 3,128 | 169,770 | |||||||||||||||||||
| Operating loss | (55,331 | ) | (12,284 | ) | - | (3,128 | ) | (70,743 | ) | |||||||||||||||
| Interest expense, net | 17,399 | 274 | - | - | 17,673 | |||||||||||||||||||
| Unrealized gain on foreign exchange | - | (1,440 | ) | - | - | (1,440 | ) | |||||||||||||||||
| Other expense, net | - | 16 | - | - | 16 | |||||||||||||||||||
| Change in fair value of warrants | - | (49 | ) | - | - | (49 | ) | |||||||||||||||||
| Net loss before income tax expense | (72,730 | ) | (11,085 | ) | - | (3,128 | ) | (86,943 | ) | |||||||||||||||
| Income tax expense | - | - | - | - | - | |||||||||||||||||||
| Net loss | (72,730 | ) | (11,085 | ) | - | (3,128 | ) | (86,943 | ) | |||||||||||||||
| Other comprehensive loss | - | (1,222 | ) | - | - | (1,222 | ) | |||||||||||||||||
| Comprehensive loss | $ | (72,730 | ) | $ | (12,307 | ) | $ | - | $ | (3,128 | ) | $ | (88,165 | ) | ||||||||||
| 4 |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2026
(in thousands)
| Cloud | Ekso | Financing Adjustments (Note 7) | Note Ref | Business Combination Adjustments (Note 6) | Note Ref | Pro Forma Combined | ||||||||||||||||||
| Revenue | $ | 53,207 | $ | 9,508 | $ | - | $ | - | $ | 62,715 | ||||||||||||||
| Costs and expenses: | ||||||||||||||||||||||||
| Cost of revenues | 65,618 | 4,214 | - | 128 | 6(a) | 69,960 | ||||||||||||||||||
| Selling, general and administrative | 11,911 | 16,823 | - | 675 | 6(b) | 29,409 | ||||||||||||||||||
| Loss on sale of assets | 598 | - | - | - | 598 | |||||||||||||||||||
| Total costs and expenses | 78,127 | 21,037 | - | 803 | 99,967 | |||||||||||||||||||
| Operating loss | (24,920 | ) | (11,529 | ) | - | (803 | ) | (37,252 | ) | |||||||||||||||
| Interest expense, net | 7,897 | 316 | - | - | 8,213 | |||||||||||||||||||
| Unrealized loss on foreign exchange | - | 239 | - | - | 239 | |||||||||||||||||||
| Other expense, net | - | 896 | - | - | 896 | |||||||||||||||||||
| Net loss before income tax expense | (32,817 | ) | (12,980 | ) | - | (803 | ) | (46,600 | ) | |||||||||||||||
| Income tax expense | - | - | - | - | - | |||||||||||||||||||
| Net loss | (32,817 | ) | (12,980 | ) | - | (803 | ) | (46,600 | ) | |||||||||||||||
| Other comprehensive gain | - | 201 | - | - | 201 | |||||||||||||||||||
| Comprehensive loss | $ | (32,817 | ) | $ | (12,779 | ) | $ | - | $ | (803 | ) | $ | (46,399 | ) | ||||||||||
| 5 |
Note 1 – Description of the Transaction
On February 15, 2026, Ekso entered into the Business Combination with APLD Intermediate, Contributor and Cloud, each a direct or indirect wholly-owned subsidiary of Applied Parent. As part of the transaction, Contributor has transferred 100% of the issued and outstanding equity of Cloud in exchange for 138,216,820 newly issued shares of Common Stock. Immediately following the consummation of the Business Combination, based on the shares outstanding as of May 5, 2026, Ekso legacy securityholders collectively hold approximately 3% of ChronoScale’s outstanding shares of Common Stock and Contributor holds approximately 96% of ChronoScale’s outstanding shares of Common Stock, in each case, without giving effect to the Applied Parent Equity Financing (or approximately 97% taking into account the Applied Parent Equity Financing) and assuming full conversion of the Company’s Series B Preferred Stock (outstanding as of the Closing) and full vesting of outstanding restricted stock units that have vested upon the Closing in accordance with their terms. Upon Closing, Cloud has become a wholly owned subsidiary of Ekso, and Ekso, as the continuing parent company, has been renamed “ChronoScale Corporation.” Legacy Ekso stockholders have retained their existing shares, which represent their ownership in ChronoScale, but did not receive any cash consideration as part of the transaction.
In connection with and as a condition to Closing, Ekso has completed the Applied Parent Equity Financing with Applied Parent, via a private placement of its Common Stock for gross proceeds of $15.75 million. A separate closing condition required Ekso to have at least $15 million in cash and cash equivalents on its balance sheet, inclusive of the net proceeds received from the PIPE Investment (as defined in the Contribution and Exchange Agreement).
Note 2 – Basis of Presentation
The accompanying unaudited pro forma financial information presents the unaudited pro forma statement of operations and unaudited pro forma balance sheet of ChronoScale prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Cloud has historically operated on a fiscal year ending May 31, whereas Ekso has historically operated on a fiscal year ending December 31. In accordance with applicable SEC rules, if the fiscal year end of an acquired entity differs from the acquirer’s fiscal year end by more than 93 days, the acquired entity’s income statement must be brought up within one fiscal quarter of the acquirer’s fiscal year-end. Financial information for Ekso for the twelve months ended June 30, 2025 and for the nine months ended March 31, 2026, has been derived as described below for purposes of the preparation of the unaudited pro forma financial information. The unaudited pro forma statements of operations were prepared using:
| ● | the historical audited consolidated statement of operations of Cloud for the year ended May 31, 2025; and | |
| ● | The historical unaudited condensed combined statement of operations of Ekso for the twelve months ended June 30, 2025 has been derived by starting with the historical audited consolidated statement of operations of Ekso for the year ended December 31, 2024, deducting the historical unaudited condensed consolidated statement of operations for the six months ended June 30, 2024 (to arrive at the historical unaudited condensed consolidated statement of operations for the six months ended December 31, 2024), adding the historical unaudited combined statement of operations for the six months ended June 30, 2025, and then combining both six-month periods to arrive at the twelve months ended June 30, 2025. |
| [A] | [B] | [A]+[B] | ||||||||||
| Unaudited | Unaudited | Unaudited | ||||||||||
| (in thousands) | Six Months Ended December 31, 2024 | Six Months Ended June 30, 2025 | Twelve Months Ended June 30, 2025 | |||||||||
| Revenue | ||||||||||||
| Device and related | $ | 9,219 | $ | 5,432 | $ | 14,651 | ||||||
| Total revenue | 9,219 | 5,432 | 14,651 | |||||||||
| Cost of revenue: | ||||||||||||
| Device and related | 4,296 | 2,807 | 7,103 | |||||||||
| Total cost of revenue | 4,296 | 2,807 | 7,103 | |||||||||
| Gross profit | 4,923 | 2,625 | 7,548 | |||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing | 3,644 | 3,397 | 7,041 | |||||||||
| Research and development | 1,622 | 1,839 | 3,461 | |||||||||
| General and administrative | 4,526 | 4,804 | 9,330 | |||||||||
| Total operating expenses | 9,792 | 10,040 | 19,832 | |||||||||
| Loss from operations | (4,869 | ) | (7,415 | ) | (12,284 | ) | ||||||
| Other (expense) income, net: | ||||||||||||
| Interest expense, net | (138 | ) | (136 | ) | (274 | ) | ||||||
| Gain (loss) on revaluation of warrant liabilities | 48 | 1 | 49 | |||||||||
| Unrealized (loss) gain on foreign exchange | (525 | ) | 1,965 | 1,440 | ||||||||
| Other expense, net | (1 | ) | (15 | ) | (16 | ) | ||||||
| Total other (expense) income, net | (616 | ) | 1,815 | 1,199 | ||||||||
| Net loss | (5,485 | ) | (5,600 | ) | (11,085 | ) | ||||||
| Other comprehensive (loss) income | 418 | (1,640 | ) | (1,222 | ) | |||||||
| Comprehensive loss | $ | (5,067 | ) | $ | (7,240 | ) | $ | (12,307 | ) | |||
| 6 |
| ● | The historical unaudited condensed combined statement of operations of Ekso for the nine months ended March 31, 2026 has been derived by starting with the historical unaudited condensed combined statement of operations for the three months ended September 30, 2025, adding the historical unaudited combined statement of operations for the six months ended March 31, 2026, and then combining both periods to arrive at the nine months ended March 31, 2026. |
| [A] | [B] | [A]+[B] | ||||||||||
| Unaudited | Unaudited | Unaudited | ||||||||||
| (in thousands) | Three Months Ended September 30, 2025 | Six Months Ended March 31, 2026 | Nine Months Ended March 31, 2026 | |||||||||
| Revenue | ||||||||||||
| Device and related | $ | 4,227 | $ | 5,281 | $ | 9,508 | ||||||
| Total revenue | 4,227 | 5,281 | 9,508 | |||||||||
| Cost of revenue: | ||||||||||||
| Device and related | 1,678 | 2,536 | 4,214 | |||||||||
| Total cost of revenue | 1,678 | 2,536 | 4,214 | |||||||||
| Gross profit | 2,549 | 2,745 | 5,294 | |||||||||
| Operating expenses: | ||||||||||||
| Sales and marketing | 1,313 | 4,495 | 5,808 | |||||||||
| Research and development | 550 | 1,225 | 1,775 | |||||||||
| General and administrative | 2,088 | 7,152 | 9,240 | |||||||||
| Total operating expenses | 3,951 | 12,872 | 16,823 | |||||||||
| Loss from operations | (1,402 | ) | (10,127 | ) | (11,529 | ) | ||||||
| Other (expense) income, net: | ||||||||||||
| Interest expense, net | 18 | 298 | 316 | |||||||||
| Gain (loss) on revaluation of warrant liabilities | - | 727 | 727 | |||||||||
| Loss on modification of warrant | - | 145 | 145 | |||||||||
| Unrealized (loss) gain on foreign exchange | (4 | ) | 243 | 239 | ||||||||
| Other expense, net | 5 | 19 | 24 | |||||||||
| Total other (expense) income, net | 19 | 1,432 | 1,451 | |||||||||
| Net loss | (1,421 | ) | (11,559 | ) | (12,980 | ) | ||||||
| Other comprehensive (loss) income | (17 | ) | 218 | 201 | ||||||||
| Comprehensive loss | $ | (1,438 | ) | $ | (11,341 | ) | $ | (12,779 | ) | |||
The Business Combination will be accounted for using the acquisition method of accounting as described in Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”), under which the estimated purchase price will be allocated to Ekso’s assets acquired and liabilities assumed based upon their estimated fair values, utilizing fair value concepts defined in ASC Topic 820, Fair Value Measurement, with any excess recognized as goodwill. Significant judgment is required in determining the preliminary fair values of identified intangible assets, property and equipment, certain other assets and other assumed liabilities. These preliminary valuations of assets acquired, and liabilities assumed are determined using market, income and cost approaches from the perspective of a market participant, which requires estimates and assumptions including, but not limited to, estimating future cash flows in addition to developing the appropriate market discount rates and obtaining available market pricing for comparable assets. Additionally, the final determination of the merger consideration and purchase price allocation, is based on Ekso’s share price and net assets as of May 5, 2026.
Although Ekso is the legal acquirer, the Business Combination is treated as a reverse acquisition under ASC 805, with Cloud identified as the accounting acquirer. This determination is based on evidence that the former owners of Cloud control ChronoScale. The primary indicators of control are that, based on the shares outstanding as of May 5, 2026, the Contributor holds approximately 96% of ChronoScale’s outstanding shares of Common Stock, without giving effect to the Applied Parent Equity Financing (or approximately 97% taking into account the Applied Parent Equity Financing) and assuming full conversion of the Company’s Series B Preferred Stock outstanding as of the Closing and full vesting of outstanding restricted stock units that have vested upon the Closing in accordance with their terms, and has the right to designate a majority of the board of directors (four of seven members), a further indicator that the fair value of Cloud significantly exceeds the fair value of Ekso prior to the Business Combination.
| 7 |
The historical audited consolidated financial statements of Ekso and the historical audited and unaudited condensed combined financial statements of Cloud and Affiliates are prepared in accordance with U.S. GAAP and are reported in U.S. dollars.
The unaudited pro forma condensed combined balance sheet gives effect to the Transactions as if they had occurred on February 28, 2026 and the unaudited pro forma condensed combined statements of operations and comprehensive loss gives effect to the Transactions as if they had occurred on June 1, 2024.
Note 3 – Purchase price
Pursuant to the Contribution and Exchange Agreement, immediately following the consummation of the Business Combination, based on the shares outstanding as of May 5, 2026, legacy Ekso securityholders collectively hold approximately 3% of ChronoScale’s outstanding shares of Common Stock and Contributor holds approximately 96% of ChronoScale’s outstanding shares of Common Stock, in each case, without giving effect to the Applied Parent Equity Financing and assuming full conversion of the Company’s Series B Preferred Stock outstanding as of the Closing and full vesting of outstanding restricted stock units that have vested upon the Closing in accordance with their terms. The estimated preliminary purchase price, which represents the consideration transferred to Ekso’s security holders in this reverse acquisition, is calculated based on the number of equity interests Cloud would have had to issue to give Ekso the same percentage equity interest in ChronoScale that results from the reverse acquisition. The accompanying unaudited pro forma condensed combined financial information reflects an estimated purchase price of approximately $57.6 million, consisting of equity consideration to the Company’s legacy securityholders. This amount reflects the value of approximately 4,358,799 shares of common stock Cloud would have had to issue to Ekso securityholders at Closing pursuant to the Contribution and Exchange Agreement based on Ekso’s closing share price of $13.22 on Nasdaq on May 5, 2026.
The following table presents the preliminary estimate of the fair value of the consideration transferred for the Transactions:
| (in thousands, except per share information) | Estimated total purchase price | |||
| Common Stock Issued | 3,565 | |||
| Convertible Preferred Stock Issued | 712 | |||
| Assumed Restricted Stock Units | 82 | |||
| Total shares and related equity awards outstanding as of the Merger Date | 4,359 | |||
| Assumed Ekso’s closing share price | $ | 13.22 | ||
| Total Consideration Transferred | $ | 57,623 | ||
The preliminary value of the consideration does not purport to represent the actual value of the total purchase price that was received by the Ekso securityholders when the Business Combination was completed.
Note 4 – Preliminary Fair Values of Assets Acquired and Liabilities Assumed
The following table presents our preliminary estimates of the fair values of the assets acquired, liabilities assumed and noncontrolling interests. Our preliminary estimates are based on the information that was available as of the date of this information statement.
| (in thousands) | Estimated Fair Value as of February 28, 2026 | |||
| Assets acquired | ||||
| Cash and cash equivalents | $ | 3,993 | ||
| Accounts receivable, net of allowance for doubtful accounts | 4,537 | |||
| Inventory | 4,649 | |||
| Prepaid expenses | 874 | |||
| Property and equipment, net | 1,115 | |||
| Operating lease right-of-use assets, net | 343 | |||
| Intangible assets, net | 9,800 | |||
| Other assets | 308 | |||
| Total assets acquired | 25,619 | |||
| Liabilities assumed | ||||
| Accounts payable | 2,109 | |||
| Accrued expenses | 1,723 | |||
| Deferred revenues | 1,583 | |||
| Operating lease liabilities | 351 | |||
| Other current liabilities | - | |||
| Debt (exc. Finance Lease Liabilities), current | 3,346 | |||
| Deferred revenues non-current | 1,261 | |||
| Debt (exc. Finance Lease Liabilities), non-current | 464 | |||
| Operating lease liabilities, non-current | 121 | |||
| Other non-current liabilities | 2,935 | |||
| Total liabilities assumed | 13,893 | |||
| Net assets acquired | 11,726 | |||
| Total consideration transferred | 57,623 | |||
| Goodwill | $ | 45,897 | ||
| 8 |
The preliminary purchase price allocation is based on a preliminary assessment of the fair values of the assets acquired and liabilities assumed as of February 28, 2026.
Note 5 – Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet
| a. | Represents the elimination of $431 thousand of existing Ekso goodwill and the recognition of $45.8 million of goodwill arising from the Business Combination. Goodwill is calculated as the difference between the preliminary estimated purchase price and the fair values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed of Ekso. Goodwill recorded in connection with the acquisition is not deductible for income tax purposes. |
| b. | Represents the recognition of $6.3 million in identifiable intangible assets attributable to the Business Combination. The preliminary valuation affirms the continuing value of the existing $3.5 million intangible assets, resulting in a total of $9.8 million as follows: |
| (in thousands, except useful lives) | Estimated useful life | Estimated Fair Value | ||||
| Trade names | 7 years | $ | 3,500 | |||
| Developed technology | 7 years | 6,300 | ||||
| Total intangible assets acquired | $ | 9,800 | ||||
The recognition of additional identifiable intangible results in additional deferred tax liability of approximately $1.5 million, calculated using a combined estimated U.S. federal and state statutory tax rate of 25%. This rate is subject to change when Ekso performs a complete tax analysis after the Transactions are completed. Ekso maintains a full valuation allowance against its deferred tax assets and, after giving effect to these pro forma adjustments, continues to have a net deferred tax asset position fully offset by a valuation allowance. Therefore, the pro forma adjustments result in no net impact to income tax expense for the periods presented.
| c. | Represents adjustments to equity including the following: |
| ● | Elimination of Ekso’s historical securityholders’ equity of $8.6 million; | |
| ● | Reclassification of Cloud’s parent company net investment of $(102.4) million, of which $(169.0) million is reclassified to Retained earnings, being Cloud’s historical accumulated deficit, with the balance of $269.3 million reclassified to Additional paid-in capital; and | |
| ● | Recording estimated purchase consideration of $57.6 million, of which $143 thousand is included in Common stock as par value of 142,575,619 shares outstanding (4,358,799 issued to Ekso’s former securityholders and 138,216,820 issued to Cloud in the business combination) of ChronoScale at a par value of $0.001 per share, with the balance of $51 million included in Additional paid-in capital and $3.6 million included in Convertible preferred stock. |
| d. | Represents the accrual of Cloud non-recurring transaction costs of $2.0 million related to the Business Combination including fees to be paid for financial advisors, legal services, and professional accounting services. |
Note 6 – Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss
| a. | Reflects the reversal of $321 thousand and $247 thousand in historical intangible assets amortization for the year ended May 31, 2025 and the nine months ended February 28, 2026, respectively, and the recognition of $500 thousand and $375 thousand in new amortization expense related to trade names identified as part of the estimated purchase price allocation for the same periods. A 10% change in the valuation of trade names would cause a corresponding increase or decrease in the annual amortization expense of approximately $50 thousand. | |
| b. | Reflects the recognition of $900 thousand and $675 thousand in new amortization expense related to developed technology identified as part of the estimated purchase price allocation for the year ended May 31, 2025 and the nine months ended February 28, 2026, respectively. A 10% change in the valuation of developed technology would cause a corresponding increase or decrease in the annual amortization expense of approximately $90 thousand. |
| 9 |
| c. | Reflects an increase in the weighted average shares outstanding for the period, after accounting for the issuance of; |
| ● | 138,216,820 shares of Common Stock to Cloud, | |
| ● | 1,311,407 shares related to the Applied Parent Equity Financing, and | |
| ● | 81,723 shares for conversion of Restricted Stock Units to Common Stock. |
The pro forma basic and diluted loss per share is calculated as follows:
| (in thousands, except per share information) | Twelve months ended May 31, 2025 | Nine Months ended February 28, 2026 | ||||||
| Numerator: | ||||||||
| Pro forma net loss applicable to common stockholders | $ | (88,165 | ) | $ | (46,399 | ) | ||
| Adjustment for deemed dividend(1) | - | - | ||||||
| Pro forma adjusted net loss used for basic and diluted calculation | $ | (88,165 | ) | $ | (46,399 | ) | ||
| Denominator: | ||||||||
| Weighted-average number of common shares, basic and diluted(2) | 143,887 | 143,887 | ||||||
| Net loss per share applicable to common shareholders, basic and diluted | $ | (0.61 | ) | $ | (0.32 | ) | ||
| (1) | Deemed dividend represents Ekso’s incremental fair value of the Inducement Warrant over the gross proceeds received, which reduces income available to common stockholders used for the basic and diluted net loss per common share calculation. | |
| (2) | Warrants for potential shares of common stock were excluded from the calculation of diluted pro forma net loss per common share because to do so would be anti-dilutive as of the end of the period presented. |
Note 7 – Applied Parent Equity Financing Adjustments
Represents receipt of $15.75 million in gross proceeds, net of $750 thousand in offering costs, from the Applied Parent Equity Financing. In this private placement, which closed concurrently with the Business Combination on May 5, 2026, Ekso issued additional shares of its Common Stock to Applied Parent at a price of $12.01 per share, the closing share price on April 30, 2026, which is the market price of the Ekso shares at Closing, which resulted in the issuance by Ekso of 1,311,407 shares of Common Stock in the Applied Parent Equity Financing.
| 10 |