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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 29, 2026
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)
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. ☐
Item
2.05 Costs Associated with Exit or Disposal Activities.
On
May 29, 2026, the Board of Directors (the “Board”) of ChronoScale Corporation, a Nevada corporation (the “Company”)
committed to a plan to divest its wholly owned subsidiary, Ekso Bionics, Inc., a Delaware corporation (“Ekso”) which had
not previously been announced as being held for sale, and to focus the Company’s operations solely on its cloud business. The Company
expects to complete the divesture of the Ekso business during the first fiscal quarter. In connection with this action, the Company expects
to incur material charges, including severance costs, lease termination payments, transaction-related expenses, and other exit costs.
The
Company is not yet able to make a good-faith estimate of the total amount or range of amounts expected to be incurred in connection with
this action, or the amounts or range of amounts for each major type of charge. The Company undertakes to amend this Current Report on
Form 8-K to include this information within four business days after it makes a determination of such estimates or range of estimates,
as required by Item 2.05(d) of Form 8-K.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the expected costs, timing, and financial impact of the planned divestiture of the Ekso business.
Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,”
“seeks,” “estimates,” “can,” “may,” “will,” “would” and similar
expressions identify such forward-looking statements. These statements are not guarantees of results and should not be considered an
indication of future activity or future performance. Actual results may differ materially from those expressed or implied by such
forward-looking statements due to a variety of factors, including, but not limited to, changes in estimates of costs associated with
the divestiture, including severance, lease termination expenses, and other exit-related charges; the timing and completion of the divestiture;
the Company’s ability to successfully execute the wind-down or sale of the Ekso business; and general economic, market, and business
conditions. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the
date of this report, except as required by 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 4, 2026
| |
CHRONOSCALE
CORPORATION |
| |
|
|
| |
By: |
/s/
Jerome Wong |
| |
Name: |
Jerome
Wong |
| |
Title: |
Chief
Financial Officer |
