ekso20240725

S-1 1 ekso20240725_s1.htm ekso20240725_s1.htm

As filed with the Securities and Exchange Commission on July 29, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EKSO BIONICS HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Nevada

3841

99-0367049

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

101 Glacier Point, Suite A

San Rafael, California 94901

(510) 984-1761

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Scott G. Davis

Chief Executive Officer

101 Glacier Point, Suite A

Street Address

San Rafael, California 94901

(510) 984-1761

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mark B. Baudler

Austin D. March

Wilson Sonsini Goodrich & Rosati, Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

Robert F. Charron

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105

(212) 370-1300

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, or Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, or the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PROSPECTUS SUMMARY	1
RISK FACTORS	6
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	9
Market, Industry and Other Data	10
USE OF PROCEEDS	11
DIVIDEND POLICY	12
CAPITALIZATION	13
DILUTION	14
DESCRIPTION OF SECURITIES	15
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS	18
UNDERWRITING	25
LEGAL MATTERS	29
EXPERTS	29
WHERE YOU CAN FIND MORE INFORMATION	29
Incorporation of Certain Information by reference	30

Common stock offered:		shares
Pre-funded warrants offered:		We are also offering to certain investors whose purchase of shares of common stock in this offering would otherwise result in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, pre-funded warrants to purchase shares of our common stock (in lieu of shares of common stock being offered as described above under “Common stock offered”). Each pre-funded warrant will be exercisable for one share of our common stock. The purchase price of each pre-funded warrant will be equal to the price at which a share of common stock is being sold to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share of common stock. The pre-funded warrants will be exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. This offering also relates to the shares of common stock issuable upon exercise of any pre-funded warrants sold in this offering. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis. See “Description of Securities” for additional information.

Common stock to be outstanding after this offering:		shares, assuming the exercise in full of any pre-funded warrants (or shares if the underwriter’s option to purchase additional securities is exercised in full).

Use of proceeds:		We estimate that the net proceeds from the offering will be approximately $ (or approximately $ million if the underwriter exercises its option to purchase additional shares in full), based on an assumed public offering price of $ , which was the last reported sales price of our shares of common stock on Nasdaq on , 2024, and assuming we do not sell any pre-funded warrants, after deducting underwriting discount and commissions and offering expenses payable by us. We intend to use the net proceeds from this offering for general corporate purposes, which may include growth and expansion of our EksoHealth segment as we work to increase our revenue following the establishment of Medicare CMS reimbursement of the Ekso Indego Personal device, research and development activities, selling, general and administrative costs, and pursuing strategic initiatives, which initiatives may include potential synergistic and accretive acquisitions, as well as meeting our other working capital needs. See “Use of Proceeds” in this prospectus for more information.

Current market for the securities:		Our common stock is currently quoted on Nasdaq under the ticker symbol “EKSO.”

		There is no established trading market for the pre-funded warrants and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the pre-funded warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of the pre-funded warrants will be limited.

Risk Factors:		You should carefully read “Risk Factors” beginning on page 6 and other information included in this prospectus for a discussion of factors that you should consider before deciding to invest in our securities.

	As of June 30, 2024
	Actual	As Adjusted
(Unaudited, in thousands, except share and per share data)
Cash, cash equivalents and short-term investments	$	$
Long-term debt
Stockholders’ equity:
Convertible preferred stock, $0.001 par value; 10,000 shares authorized, no shares issued and outstanding, actual and as adjusted
Common stock, par value $0.001; 141,429 shares authorized, 18,096 shares issued and outstanding, actual; shares authorized and shares issued and outstanding, as adjusted
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total stockholders’ equity
Total capitalization	$	$

Assumed public offering price per share
Net tangible book value per share as of June 30, 2024		$
Increase in net tangible book value per share attributable to investors participating in this offering
As adjusted net tangible book value per share after giving effect to this offering
Dilution per share to investors in this offering

	Total
SEC registration fee		1,476
FINRA filing fee		2,000
Nasdaq Stock Market listing fee		0
Printing and engraving expenses		0
Legal fees and expenses		0
Accounting fees and expenses		0
Transfer agent and registrar fees		0
Miscellaneous		0
Total	$	3,476

Exhibit Number		Description

1.1*		Form of Underwriting Agreement

2.1#		Asset Purchase Agreement between the registrant and Parker Hannifin Corporation, dated as of December 5, 2022 (incorporated by reference from Exhibit 2.1 to the registrant's Current Report on Form 8-K filed on December 5, 2022)

3.1		Restated Articles of Incorporation of the registrant (incorporated by reference from Exhibit 3.1 to the registrant's Current Report on Form 8-K filed on April 26, 2023)

3.2		Amended and Restated By-Laws of the registrant (incorporated by reference from Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on April 26, 2023)

4.1		Form of specimen certificate (incorporated by reference from Exhibit 4.4 to the registrant’s Registration Statement on Form S-3 filed on June 23, 2015)

4.2		Form of Amendment to Common Stock Purchase Warrant (incorporated by reference from Exhibit 99.2 to the registrant’s Current Report on Form 8-K filed March 11, 2019)

4.3		Form of Common Stock Purchase Warrant (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed December 20, 2019)

4.4		Form of Placement Agent Common Stock Purchase Warrant (incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed December 20, 2019)

4.5		Form of Warrant (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed June 10, 2020)

4.6		Form of Placement Agent Warrant (incorporated by reference from Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed June 10, 2020)

4.7		Subordinated Promissory Note between Ekso Bionics Holdings, Inc. and Parker Hannifin Corporation, dated as of December 5, 2022 (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed December 5, 2022)

4.8		Form of Underwriter Common Stock Purchase Warrant (incorporated by reference from Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 11, 2021)

4.9*		Form of Pre-Funded Warrant in connection with this offering

5.1†		Opinion of Snell & Wilmer L.L.P.

5.2†		Opinion of Wilson Sonsini Goodrich & Rosati, P.C.

10.1		At The Market Offering Agreement, by and among Ekso Bionics Holdings, Inc., and H.C. Wainwright & Co., LLC (incorporated by reference from Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed on October 9, 2020)

10.2		Amendment No. 1 to At The Market Offering Agreement, dated June 12, 2023, between Ekso Bionics Holdings, Inc. (incorporated by reference from exhibit 10.1 to the Current Report on Form 8-K filed June 12, 2023)

10.3		Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.10 of the registrant’s Current Report on Form 8-K filed on January 23, 2014)

10.4*		Amended and Restated 2014 Equity Incentive Plan

10.5		Form of Director Option Agreement under 2014 Equity Incentive Plan (incorporated by reference from Exhibit 10.13 to the registrant’s Current Report on Form 8-K filed on January 23, 2014)

10.6		Form of Employee Option Agreement under 2014 Equity Incentive Plan (incorporated by reference from Exhibit 10.14 to the registrant’s Current Report on Form 8-K filed on January 23, 2014)

10.7*		Form of Restricted Stock Unit Award under Amended and Restated 2014 Equity Incentive Plan

10.8		2017 Employee Stock Purchase Plan (incorporated by reference from Appendix A to registrant’s Proxy Statement on Schedule 14 filed on April 28, 2017)

10.9		Scott Davis Offer Letter dated February 22, 2021 (incorporated by reference from Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed January 21, 2022)

10.10**		Jason Jones Offer Letter dated September 19, 2018 (incorporated by reference from Exhibit 10.11 to the registrant's Annual Report on Form 10-K filed February 27, 2020)

10.11		Jerome Wong Officer Offer letter, dated October 26, 2022 (incorporated by reference from exhibit 10.11 to the registrant's Annual Report on Form 10-K filed March 28, 2023)

10.12		Exclusive License Agreement, dated as of November 15, 2005, by and between The Regents of the University of California and Berkeley ExoTech, Inc., d/b/a Berkeley ExoWorks (incorporated by reference from Exhibit 10.19 to the registrant’s Current Report on Form 8-K filed on January 23, 2014)

10.13		Exclusive License Agreement, dated as of July 14, 2008, by and between The Regents of the University of California and Berkeley ExoTech, Inc., d/b/a/ Berkeley Bionics and formerly d/b/a Berkeley ExoWorks (as amended by Amendment #1 to Exclusive License Agreement, dated as of May 20, 2009, by and between The Regents of the University of California and Berkeley Bionics) (incorporated by reference from Exhibit 10.20 to the registrant’s Current Report on Form 8-K filed on January 23, 2014)

10.14		License Agreement between Vanderbilt University and Parker Hannifin Corporation, dated as of October 15, 2012 (as amended by the first amendment dated as of June 15, 2014, the second amendment dated as of December 1, 2018, and the third amendment dated as of May 1, 2019) (incorporated by reference from Exhibit 10.14 to the registrant's Annual Report on Form 10-K filed on March 28, 2023).

10.15		License Agreement between Vanderbilt University and Parker Hannifin Corporation dated as of March 1, 2022 (incorporated by reference from Exhibit 10.15 to the registrant's Annual Report on Form 10-K filed on March 28, 2023).

10.16		Vanderbilt Assignment and Assumption Agreement between Ekso Bionics Holdings, Inc and Parker Hannifin Corporation, dated as of December 5, 2022 (incorporated by reference from Exhibit 10.16 to the registrant's Annual Report on Form 10-K filed on March 28, 2023)

10.17		Form of Non-Employee Director Indemnification Agreement (incorporated by reference from Exhibit 10.20 to the registrant’s Quarterly Report on Form 10-Q filed on May 13, 2014)

10.18		Form of Executive Officer Indemnification Agreement (incorporated by reference from Exhibit 10.21 to the registrant’s Quarterly Report on Form 10-Q filed on May 13, 2014)

10.19		Form of Amendment to Purchase Agreement (incorporated by reference from Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed March 11, 2019)

10.20		Form of Securities Purchase Agreement (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed December 20, 2019)

10.21		Loan and Security Agreement dated as of August 17, 2020 by and among the registrant, EKSO Bionics Holdings, Inc., EKSO Bionics, Inc. and Pacific Western Bank (incorporated by reference from Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed August 21, 2020)

10.22		First Amendment to Loan Agreement with Pacific Western Bank, dated as of December 24, 2020.

10.23		Second Amendment to Loan Agreement with Pacific Western Bank, dated as of February 28, 2023

10.24		Third Amendment to Loan Agreement with Pacific Western Bank, dated as of March 28, 2023 (incorporated by reference from Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q filed July 27, 2023)

10.25		Fourth Amendment to Loan Agreement by and among Pacific Western Bank, Ekso Bionics, Inc. and Ekso Bionics Holdings, Inc, dated as of July 3, 2023 (incorporated by reference from Exhibit 10.3 to the registrant's Quarterly Report on Form 10-Q filed July 27, 2023)

10.26		Fifth Amendment to Loan Agreement by and among Pacific Western Bank, Ekso Bionics, Inc. and Ekso Bionics Holdings, Inc, dated as of August 17, 2023 (incorporated by reference from Exhibit 10.1 to the registrant's Current Report on Form 8-K filed August 18, 2023)

10.27		Lease, dated July 15, 2022, between Don Tornberg and Ekso Bionics Inc. (incorporated by reference from Exhibit 10.22 to the registrant's Annual Report on Form 10-K filed March 28, 2023)

10.28		Transitional Use Agreement, dated December 5, 2022, between Parker Hannifin Corporation and Ekso Bionics Holdings, Inc. (incorporated by reference from Exhibit 10.23 to the registrant's Annual Report on Form 10-K filed March 28, 2023)

10.29		Warranty Lump Sum Agreement between Parker-Hannafin Corporation and the Company dated September 25, 2023 (incorporated by reference from Exhibit 10.2 to the registrant's Quarterly Report on Form 10-Q filed October 29, 2023)

21.1		Subsidiaries of the registrant (incorporated by reference from Exhibit 21.1 to the registrant’s Annual Report on Form 10-K filed March 4, 2024)

23.1*		Consent of Independent Registered Public Accounting Firm

23.2†		Consent of Snell & Wilmer L.L.P. (included in the opinion filed as Exhibit 5.1 to this registration statement)

23.3†		Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in the opinion filed as Exhibit 5.2 to this registration statement)

24.1		Power of attorney (included on signature page of this report)

107		Filing Fee Table

101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.INS	Inline XBRL Instance Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

#	Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.
*	Filed herewith.
**	Confidential Treatment portions of this exhibit have been omitted as permitted by applicable regulations.
†	To be filed by amendment.

	EKSO BIONICS HOLDINGS, INC.

	By:	/s/ Scott Davis
		Scott G. Davis
		Chief Executive Officer

Signature	Title	Date

/s/ Scott G. Davis	Chief Executive Officer and Director	July 29, 2024
Scott G. Davis	(Principal Executive Officer)

/s/ Jerome Wong	Chief Financial Officer	July 29, 2024
Jerome Wong	(Principal Financial and Accounting Officer)

/s/ Mary Ann Cloyd	Director	July 29, 2024
Mary Ann Cloyd

/s/ Corinna Lathan, Ph.D.	Director	July 29, 2024
Corinna Lathan, Ph.D.

/s/ Charles Li, Ph.D.	Director	July 29, 2024
Charles Li, Ph.D.

/s/ Deborah Lafer Scher	Director	July 29, 2024
Deborah Lafer Scher

SEC Form S-1 filed by Ekso Bionics Holdings Inc.