EKSO BIONICS HOLDINGS, INC. 8-K

What Happened
Ekso Bionics Holdings, Inc. (EKSO) announced on January 22, 2026 that it closed a private placement, selling 5,852 shares of newly designated Series B Convertible Preferred Stock and warrants, with net proceeds expected to be approximately $5.3 million after fees and expenses. Each Series B share has a $1,000 stated value and is convertible at $8.22 per share into common stock; the Series B issuance is convertible into an aggregate of 711,922 common shares. The deal also includes warrants to buy up to 355,960 common shares at an $8.22 exercise price.

Key Details

• Gross securities issued: 5,852 shares of Series B Preferred (Stated Value $1,000 each); convertible into 711,922 common shares at $8.22 per share.
• Warrants: cover up to 355,960 common shares, $8.22 exercise price, exercisable beginning July 22, 2026 (subject to conditions and ownership limits).
• Timing and proceeds: closing occurred Jan 22, 2026; net proceeds expected to be ~ $5.3 million after a 6.0% placement fee (~$0.4M) paid to Lake Street Capital Markets, which also received a warrant for 14,238 shares.
• Registration and transfer limits: Company must file a registration statement to allow resale of the conversion shares and warrant shares by June 1, 2026 (effective within 30–60 days thereafter if reviewed). Purchasers face transfer/short-sale restrictions for the earlier of six months after closing or two trading days after a change of control; conversion/exercise is subject to ownership caps (generally 9.99% per holder; 19.99% aggregate among purchasers).

Why It Matters
This financing provides Ekso with near-term working capital and general corporate funding without a registered public offering. However, the Series B shares and warrants create potential dilution: if converted and exercised they could add substantial common shares (711,922 conversion shares plus up to 355,960 warrant shares). The securities include conversion/ownership limits and protective provisions (voting and approval rights for certain corporate actions), which can limit changes to company governance until the Series B is resolved or converted. Registration rights mean purchasers should be able to resell shares once the company completes the required SEC registration.