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ChronoScale deal: Ekso Bionics (NASDAQ: EKSO) plans $15.8M PIPE with Applied Digital

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Ekso Bionics Holdings, Inc. outlines the final steps to close its previously announced business combination with Applied Digital affiliates under a Contribution and Exchange Agreement, after which the company will be renamed ChronoScale Corporation and its stock is expected to trade on Nasdaq under the symbol “CHRN.”

As a condition to closing, Ekso entered into a Securities Purchase Agreement with Applied Digital Corporation for the APLD Parent PIPE Investment, selling 1,311,407 common shares at $12.01 per share for gross proceeds of about $15.75 million. Lake Street Capital Markets will receive a 5.0% cash fee, roughly $0.75 million, for placement services. The company also filed Second Amended and Restated Articles of Incorporation with effectiveness timed around the May 5, 2026 closing sequence.

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Insights

Ekso times a business combination with a $15.75M PIPE to support the new ChronoScale structure.

The company is coordinating several linked steps: amended articles, a contribution-and-exchange business combination with Applied Digital affiliates, and a private investment in public equity (PIPE). The end result is a renamed entity, ChronoScale Corporation, expected to trade on Nasdaq under the symbol “CHRN.”

The PIPE raises about $15.75 million via 1,311,407 shares at $12.01 per share, matching the prior closing price. A 5.0% placement fee of roughly $0.75 million goes to Lake Street Capital Markets. Actual impact depends on final closing of the transaction sequence around May 5, 2026.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
PIPE share count 1,311,407 shares APLD Parent PIPE Investment common stock to Applied Digital
PIPE price $12.01 per share Matches April 30, 2026 Ekso closing price
PIPE gross proceeds $15.75 million Approximate total raised from APLD Parent PIPE Investment
Placement fee rate 5.0% Cash fee on aggregate gross PIPE proceeds to placement agent
Placement fee amount $0.75 million Approximate 5.0% cash fee to Lake Street Capital Markets
Effective closing time 3:03 a.m. (ET) Scheduled effectiveness of Business Combination closing on May 5, 2026
Contribution and Exchange Agreement financial
"the previously announced business combination transaction (the “Business Combination”) contemplated by that certain Contribution and Exchange Agreement"
APLD Parent PIPE Investment financial
"the Company entered into a securities purchase agreement ... (the “APLD Parent PIPE Investment”)"
Securities Purchase Agreement financial
"the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”)"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Series B Convertible Preferred Stock financial
"Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series B Convertible Preferred Stock"
Series B convertible preferred stock is a class of shares sold during a later-stage private financing that combines features of a loan and common stock: it usually pays priority dividends or has a priority claim if the company is sold, and it can be converted into common shares under predefined rules. Investors care because these shares affect ownership stakes and payout order—like having a reserved place in line and a ticket that can turn into regular ownership—so they influence potential returns and dilution for other shareholders.
forward-looking statements regulatory
"may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Section 4(a)(2) of the Securities Act regulatory
"in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Understanding 8-K Material Events →
false --12-31 0001549084 0001549084 2026-05-01 2026-05-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 1, 2026

 

Ekso Bionics Holdings, Inc.

(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)

 

101 Glacier Point, Suite A

San Rafael, CA

   94901
(Address of registrant’s principal executive office)   (Zip code)

 

(510)-984-1761

(Registrant’s telephone number, including area code)

 

Not Applicable

(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   EKSO   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

 

On May 1, 2026, Ekso Bionics Holdings, Inc., a Nevada corporation (“Ekso” or the “Company”), commenced the steps to consummate 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 Company, APLD Intermediate HoldCo LLC, a Delaware limited liability company (“APLD Intermediate”), APLD ChronoScale HoldCo LLC, a Delaware limited liability company and a wholly owned subsidiary of APLD Intermediate (“Contributor”), each a wholly owned direct or indirect subsidiary of Applied Digital Corporation, a Nevada corporation (“Applied Parent”), and Applied Digital Cloud Corporation, a Nevada corporation (“Cloud”), a wholly owned indirect subsidiary of Applied Parent and a direct subsidiary of Contributor as of immediately prior to the closing of the Business Combination (the “Closing”). All capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Contribution and Exchange Agreement. The Closing will be effective at 3:03 a.m. (ET), Tuesday, May 5, 2026.

 

On May 1, 2026, the Company filed the Second Amended and Restated Articles of Incorporation (the “A&R Articles”) with the Secretary of State of the State of Nevada. The A&R Articles were filed with a delayed effective date and time of 3:00 a.m. (ET), Tuesday, May 5, 2026.

 

At 3:01 a.m. (ET), Tuesday, May 5, 2026, the APLD Parent PIPE Investment (as defined below) will become effective.

 

At 3:02 a.m. (ET), Tuesday May 5, 2026, the Contribution and the issuance of the Exchanged Shares shall become effective, thereupon the Business Combination shall be consummated and the Closing shall be complete.

 

On May 5, 2026, the Common Stock is expected to begin trading on The Nasdaq Capital Market (“Nasdaq”) under the symbol “CHRN.” In connection with the Business Combination, the CUSIP number for the Common Stock will change to 170924 104 and the Company will change its name to “ChronoScale Corporation.”

 

A copy of the Contribution and Exchange Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

 

Item 1.01. Entry into a Material Definitive Agreement.

 

APLD Parent PIPE Investment

 

In connection with, and as a condition to Closing, on May 1, 2026, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Applied Parent (the “APLD Parent PIPE Investment”), 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 will be sold in the APLD Parent PIPE Investment 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 $15.75 million. The closing of the APLD Parent PIPE Investment will take place 3:01 am (ET), Tuesday, on May 5, 2026, immediately following the effectiveness of the A&R Articles and immediately prior to the Closing.

 

 

 

 

Lake Street Capital Markets, LLC (the “Placement Agent”) served as the Company’s exclusive placement agent in connection with the APLD Parent PIPE Investment, and in the past, has provided, directly or through its affiliates, financial advisory and other services to the Company. As compensation for the services provided by the Placement Agent in the APLD Parent PIPE Investment, on May 5, 2026, in connection with the closing of the APLD Parent PIPE Investment, the Company will pay the Placement Agent a cash fee equal to 5.0% of the aggregate gross proceeds raised in the APLD Parent PIPE Investment, or approximately $0.75 million.

 

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and Applied Parent, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

 

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information set forth above in the Explanatory Note and Item 1.01 of this Current Report with respect to the Exchanged Shares and the Private Placement Shares is hereby incorporated by reference into this Item 3.02. The Exchanged Shares and the Private Placement Shares will be issued and sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), or state securities laws in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act promulgated thereunder and in reliance on similar exemptions under applicable state laws. The Company will rely on this exemption from registration based in part on representations made by the Contributor and Applied Parent in each of the Contribution and Exchange Agreement and the Securities Purchase Agreement, as applicable.

 

Item 3.03. Material Modification to Rights of Security Holder.

 

To the extent required by this Item 3.03, the information set forth in the Explanatory Note of this Current Report is incorporated herein by reference. There were no changes to the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series B Convertible Preferred Stock (“Series B Certificate of Designations”) previously filed by the Company on January 22, 2026. The Company will file an amendment to this Current Report to disclose the material terms of the A&R Articles, as required by Item 3.03 of Form 8-K.

 

Copies of the Certificate of Amendment, including the A&R Articles as an attachment thereto, and the Series B Certificate of Designations are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report and are incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

To the extent required by this Item 5.03, the information set forth in the Explanatory Note and Item 3.03 of this Current Report is incorporated herein by reference. The Company will file an amendment to this Current Report to disclose the material terms of the A&R Articles, as required by Item 5.03 of Form 8-K.

 

 

 

 

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 closing of the Business Combination and the timing of the Business Combination, including the effectiveness of the A&R Articles and commencement of trading of the Common Stock on Nasdaq; (ii) statements regarding the combined business, including the A&R Articles; and (iii) statements regarding the APLD Parent PIPE Investment and timing of the APLD Parent PIPE Investment. 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: the parties’ ability to close the Business Combination; the inability of the Company to list and begin trading on Nasdaq under the symbol “CHRN” on its expected timeline or at all; the inability of the parties to close the APLD Parent PIPE Investment and consummate the Business Combination on the expected timeline or at all; litigation, including the potential litigation concerning the Business Combination; conditions in the debt and equity capital markets; uncertainties related to market conditions, the other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2026, as amended on April 10, 2026, subsequently filed Quarterly Reports on Form 10-Q, the definitive information statement on Schedule 14C filed by the Company with the SEC on April 3, 2026, and 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.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
3.1*   Certificate of Amendment to the Articles of Incorporation of Ekso Bionics Holdings, Inc., as filed with the Secretary of State of the State of Nevada, dated May 1, 2026.
3.2   Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series B Convertible Preferred Stock (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 22, 2026).
10.1†   Contribution and Exchange Agreement, dated February 15, 2026, by and among Ekso Bionics Holdings, Inc., APLD ChronoScale Holdco LLC, APLD Intermediate Holdco LLC, and Applied Digital Cloud Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 17, 2026).
10.2*†   Securities Purchase Agreement, by and between the Company and Applied Digital Corporation, dated May 1, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Filed herewith.
† Annexes, schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

 

 

 

 

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 4, 2026

 

  Ekso Bionics Holdings, Inc.
     
  By: /s/ Scott G. Davis
  Name:  Scott G. Davis
  Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What business combination is Ekso Bionics (EKSO) completing in this 8-K?

Ekso Bionics is moving to close a previously announced business combination under a Contribution and Exchange Agreement with Applied Digital affiliates. After completion, the company will be renamed ChronoScale Corporation and its common stock is expected to trade on Nasdaq under the symbol “CHRN.”

How large is the APLD Parent PIPE Investment for Ekso Bionics (EKSO)?

The APLD Parent PIPE Investment totals approximately $15.75 million. Ekso agreed to sell 1,311,407 shares of common stock to Applied Digital Corporation at $12.01 per share, which matches the April 30, 2026 closing price, providing new equity capital tied to the business combination closing.

What share price is Applied Digital paying in the Ekso Bionics PIPE?

Applied Digital will pay $12.01 per share for 1,311,407 Ekso Bionics common shares. This price equals the closing price on April 30, 2026, the day before signing the Securities Purchase Agreement, and results in gross PIPE proceeds of about $15.75 million to the company.

What fees will Ekso Bionics (EKSO) pay for the PIPE placement?

Ekso will pay Lake Street Capital Markets a cash fee equal to 5.0% of the PIPE’s aggregate gross proceeds. Based on approximately $15.75 million in gross proceeds, this fee is about $0.75 million, compensating the firm for serving as exclusive placement agent on the APLD Parent PIPE Investment.

Will Ekso Bionics change its name and ticker after this transaction?

Yes. In connection with the business combination, Ekso Bionics will change its name to ChronoScale Corporation. The common stock is expected to begin trading on the Nasdaq Capital Market under the new symbol “CHRN,” replacing the current EKSO ticker after the closing sequence completes.

Are the PIPE and exchanged shares registered under the Securities Act?

No. The exchanged shares and PIPE shares will be issued without registration under the Securities Act. Ekso is relying on exemptions, including Section 4(a)(2), supported by representations in the Contribution and Exchange Agreement and Securities Purchase Agreement from the contributing Applied Digital entities and Applied Digital Corporation.

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