ChronoScale (CHRN) shifts executive phantom PSU payouts to stock and cash

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Phantom PSUs granted to Scott G. Davis: 185,000 units Phantom PSUs granted to Jerome Wong: 40,000 units Phantom PSUs granted to Jason Jones: 32,000 units +5 more

8 metrics

Phantom PSUs granted to Scott G. Davis 185,000 units Grant on November 5, 2025 under 2014 Plan

Phantom PSUs granted to Jerome Wong 40,000 units Grant on November 5, 2025 under 2014 Plan

Phantom PSUs granted to Jason Jones 32,000 units Grant on November 5, 2025 under 2014 Plan

Shares to settle Davis award 109,357 shares Common stock issued upon settlement of Phantom PSUs

Cash portion of Davis award $1,000,000 Cash settlement representing 75,643 Phantom PSUs

Shares to settle Wong award 40,000 shares Common stock settlement replacing cash-only structure

Shares to settle Jones award 32,000 shares Common stock settlement replacing cash-only structure

Latest settlement deadline March 15, 2027 Outer limit for cash payment and share issuance

Key Terms

phantom performance-based stock unit awards, Change in Control, Stock Price Goal, Contribution and Exchange Agreement, +1 more

5 terms

phantom performance-based stock unit awards financial

"amends and supplements the disclosure with respect to the phantom performance-based stock unit awards"

Change in Control financial

"through both the occurrence of a Change in Control (as defined in the 2014 Plan)"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Stock Price Goal financial

"achievement of the applicable Stock Price Goal (as defined in the applicable Phantom PSU Award agreement)"

Contribution and Exchange Agreement financial

"transactions contemplated by that certain Contribution and Exchange Agreement, dated February 15, 2026"

Equity Incentive Plan financial

"under the Ekso Bionics Holdings, Inc. Amended and Restated 2014 Equity Incentive Plan, as amended"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Understanding 8-K Material Events →

05/20/2026 - 05:14 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 5, 2025

CHRONOSCALE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

001-37854

99-0367049

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

3811 Turtle Creek Blvd. Suite 2100

Dallas, Texas

75219

(Address of registrant’s principal executive office)

(Zip code)

214-427-1704

(Registrant’s telephone number, including area code)

Ekso Bionics Holdings, Inc.

101 Glacier Point, Suite A

San Rafael, CA 94901

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CHRN		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment to the Current Report on Form 8-K filed by Ekso Bionics Holdings, Inc. (n/k/a ChronoScale Corporation, the “Company”) with the Securities and Exchange Commission (the “SEC”) on November 5, 2025, amends and supplements the disclosure with respect to the phantom performance-based stock unit awards (“Phantom PSUs”) previously granted to Messrs. Scott G. Davis, Jerome Wong and Jason Jones.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2025, the Board of Directors of the Company (the “Board”) granted the following Phantom PSUs under the Ekso Bionics Holdings, Inc. Amended and Restated 2014 Equity Incentive Plan, as amended (the “2014 Plan”): 185,000 Phantom PSUs to Mr. Davis, 40,000 Phantom PSUs to Mr. Wong and 32,000 Phantom PSUs to Mr. Jones (collectively, the “Phantom PSU Awards” and each, a “Phantom PSU Award”). The Phantom PSU Awards were subject to vesting based on each grantee’s continued employment through both the occurrence of a Change in Control (as defined in the 2014 Plan) and the achievement of the applicable Stock Price Goal (as defined in the applicable Phantom PSU Award agreement), in each case on or prior to the fifth anniversary of the grant date. The Phantom PSU Awards also provided for settlement entirely in cash.

On May 14, 2026, the Board, acting as administrator under the 2014 Plan, determined that the applicable Stock Price Goal set forth in the Phantom PSU Awards had been achieved, that the transactions contemplated by that certain Contribution and Exchange Agreement, dated February 15, 2026 (filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K on February 17, 2026), which closed on May 5, 2026 (the “Closing”), constituted a Change in Control under the Phantom PSU Awards and the 2014 Plan, and that the grantees had remained continuously employed through the achievement of the Stock Price Goal and the occurrence of the Change in Control. In addition, the Board amended the settlement terms in each of the Phantom PSU Awards to replace cash-only settlement with the settlement terms described below.

As amended, Mr. Davis’s Phantom PSU Award settles in the form of a combination of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and a cash payment, as follows: (i) 109,357 vested shares of Common Stock, and (ii) $1,000,000 in cash (representing the balance of Mr. Davis’s Phantom PSU Award, or 75,643 Phantom PSUs). As amended, Mr. Wong’s and Mr. Jones’s Phantom PSU Awards will each be settled exclusively in the form of shares of Common Stock, in the amount of 40,000 shares of Common Stock for Mr. Wong, and 32,000 shares of Common Stock for Mr. Jones. In accordance with the terms of the agreements evidencing the Phantom PSU Awards, as amended, the cash payment to Mr. Davis, and the issuance of shares of Common Stock to each of Messrs. Davis, Wong, and Jones, will be made as soon as administratively practicable following the Closing, but in no event later than March 15, 2027.

Except as described in this Item 5.02, the terms of the Phantom PSU Awards granted to Messrs. Davis, Wong and Jones on November 5, 2025 are unchanged and remain in full force and effect.

The foregoing descriptions of the amendments to the Phantom PSU Awards are not complete and are qualified in their entirety by reference to the full text of the Amendments to the Phantom Performance-Based Restricted Stock Unit Award Agreements, copies of which are filed as Exhibits 10.1, 10.2, and 10.3 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
10.1*		Amendment to Phantom Performance-Based Restricted Stock Unit Award Agreement, dated May 20, 2026 by and between ChronoScale Corporation and Scott G. Davis
10.2*		Amendment to Phantom Performance-Based Restricted Stock Unit Award Agreement, dated May 20, 2026 by and between ChronoScale Corporation and Jerome Wong
10.3*		Amendment to Phantom Performance-Based Restricted Stock Unit Award Agreement, dated May 20, 2026 by and between ChronoScale Corporation and Jason Jones
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 10.1, 10.2 and 10.3).

*	Filed herewith.

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: May 20, 2026

	CHRONOSCALE CORPORATION

	By:	/s/ Ying Cenly Chen
	Name:	Ying Cenly Chen
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What change did ChronoScale (CHRN) make to its phantom PSU awards?

ChronoScale amended phantom performance-based stock unit awards for three executives. The awards will now settle partly or fully in common stock instead of being paid entirely in cash, altering how executives receive value once vesting conditions have been met.

How many Phantom PSUs were granted to ChronoScale executives Davis, Wong, and Jones?

Scott G. Davis received 185,000 Phantom PSUs, Jerome Wong received 40,000 Phantom PSUs, and Jason Jones received 32,000 Phantom PSUs. These awards vest based on continued employment, a Change in Control, and achievement of a defined stock price goal.

How will Scott G. Davis’s Phantom PSU award at ChronoScale (CHRN) be settled?

Scott G. Davis’s award will settle in 109,357 shares of ChronoScale common stock plus a $1,000,000 cash payment. The cash amount represents the balance of 75,643 Phantom PSUs, converting part of his original cash-only award into equity-based compensation.

How will Jerome Wong and Jason Jones’s Phantom PSU awards be settled at ChronoScale?

Jerome Wong’s Phantom PSU award will be settled in 40,000 shares of common stock and Jason Jones’s award will be settled in 32,000 shares. Both awards are now equity-settled, replacing the prior cash-only settlement structure described in earlier disclosures.

When will ChronoScale (CHRN) deliver cash and shares for these Phantom PSU awards?

ChronoScale will make the $1,000,000 cash payment and issue the related common shares as soon as administratively practicable after the May 5, 2026 closing. In all cases, settlement must occur no later than March 15, 2027 under the amended award terms.

What conditions triggered vesting of ChronoScale’s Phantom PSU awards?

Vesting required continuous employment through a Change in Control and achievement of a stock price goal by the fifth anniversary of grant. The Board determined the stock price goal was met and the May 5, 2026 Contribution and Exchange Agreement closing constituted a Change in Control.

Filing Exhibits & Attachments

7 documents