ChronoScale Holdings Corp SEC Filings

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.

ChronoScale Corporation reported governance changes, appointing Andrew Cordell Schaap to its board of directors and increasing the board size from seven to eight members, effective June 29, 2026. He will serve on the Audit Committee, replacing Douglas Miller, and on the Related Party Transactions Committee.

Upon his appointment, Mr. Schaap received a Restricted Stock Award covering 200,000 shares of common stock under the 2026 Omnibus Equity Incentive Plan. The award vests in two equal annual installments on the first and second anniversaries of the grant date, subject to continued service, with certain acceleration conditions described in the award agreement.

The company also outlined the refreshed composition of its Audit, Compensation, Nominating and Governance, and Related Party Transaction committees as of June 30, 2026, and filed the related Restricted Stock Award Agreement as an exhibit.

Applied Digital Corporation reports that it beneficially owns 139,528,227 shares of ChronoScale Corp, representing 96.1% of the company’s outstanding common stock as of June 26, 2026. This stake includes 1,311,407 shares held directly and 138,216,820 shares held through wholly owned subsidiaries, confirming Applied Digital’s effective control of ChronoScale.

The amendment also describes a new unsecured Demand Grid Promissory Note under which Applied Digital has made a line of credit of up to $100,000,000 available to ChronoScale for working capital and general corporate purposes. No amounts have been drawn so far, the note is repayable on demand, bears interest at the short-term Applicable Federal Rate, may be prepaid at any time without penalty, and is not convertible into ChronoScale common stock.

ChronoScale Corporation entered into an unsecured Demand Grid Promissory Note with Applied Digital Corporation, creating a revolving line of credit with a maximum principal amount of $100,000,000, reduced by any credit support Applied Digital or its affiliates provide to ChronoScale and its affiliates.

The company may draw on this line for working capital and general corporate purposes, but no amounts have been borrowed yet. Interest on any outstanding balance will accrue at the short-term Applicable Federal Rate, compounded semiannually, and the note can be prepaid at any time without penalty. The lender can demand repayment in full, and the note is not convertible into ChronoScale common stock.

Applied Digital and its affiliate APLD ChronoScale HoldCo LLC collectively hold approximately 96% of ChronoScale’s outstanding common stock, and several directors serve on both companies’ boards. The note was approved by the Related Party Committees of both boards under their related party policies.

ChronoScale Corporation announced that its Board approved a plan on May 29, 2026 to divest its wholly owned subsidiary, Ekso Bionics, Inc., and concentrate operations solely on its cloud business.

The company expects to complete the Ekso divestiture during the first fiscal quarter. It anticipates material charges related to severance costs, lease termination payments, transaction expenses, and other exit costs. ChronoScale has not yet determined reliable estimates for these charges and plans to amend the report within four business days after setting those estimates, as required.

ChronoScale Corporation, formerly Ekso Bionics Holdings, Inc., is amending previously disclosed phantom performance-based stock unit awards for three senior executives. The awards, granted on November 5, 2025, totaled 185,000 Phantom PSUs for Scott G. Davis, 40,000 for Jerome Wong, and 32,000 for Jason Jones.

The Board determined on May 14, 2026 that the stock price goal was achieved and that the May 5, 2026 closing of a Contribution and Exchange Agreement constituted a Change in Control, satisfying vesting conditions. Settlement has been changed from cash-only to equity and cash.

Mr. Davis’s award will now settle in 109,357 shares of common stock plus a $1,000,000 cash payment, while Mr. Wong and Mr. Jones will receive 40,000 and 32,000 shares of common stock, respectively. Payments and share issuances will occur after the closing and no later than March 15, 2027.

CLANCY WILLIAM M reported acquisition or exercise transactions in this Form 4 filing.

ChronoScale Corp director William M. Clancy received a grant of 200,000 restricted shares of common stock as equity compensation. The shares were awarded at no cash purchase price and are held directly.

According to the vesting schedule, 100,000 restricted shares will vest on the one-year anniversary of the May 14, 2026 grant date, and another 100,000 will vest on the two-year anniversary. Vesting requires his continuous service with the company through each vesting date, with potential adjustments or accelerated vesting under certain conditions. After this grant, Clancy owns 200,000 shares of ChronoScale common stock directly.

Cummins Wes reported acquisition or exercise transactions in this Form 4 filing.

ChronoScale Corp director Wes Cummins received a grant of 200,000 restricted shares of common stock as equity compensation. The grant was made on May 14, 2026 and all shares are held directly, bringing his reported direct common stock holdings to 200,000 shares.

According to the vesting schedule, 100,000 restricted shares will vest on the one-year anniversary of the grant date and the remaining 100,000 will vest on the two-year anniversary, conditioned on his continuous service with the company and subject to possible adjustment or accelerated vesting upon certain conditions.

Benson Ella G. reported acquisition or exercise transactions in this Form 4 filing.

ChronoScale Corp director Ella G. Benson received a grant of 200,000 shares of restricted common stock as compensation. The award was granted on May 14, 2026 at no cash purchase price and brings her direct holdings to 200,000 shares.

The grant vests in two equal tranches. 100,000 restricted shares vest on the one-year anniversary of the grant date, and the remaining 100,000 vest on the two-year anniversary. Vesting is conditioned on Benson’s continuous service with ChronoScale and may be adjusted or accelerated under certain conditions.