EKSO BIONICS HOLDINGS, INC. 8-K

What Happened
Ekso Bionics Holdings, Inc. (EKSO) announced a Contribution and Exchange Agreement dated February 15, 2026 to acquire Applied Digital’s cloud unit (Applied Digital Cloud Corp., “Cloud”) via a business combination that will make Cloud a wholly owned subsidiary and rename the company ChronoScale. Under the deal, APLD ChronoScale HoldCo LLC (Contributor) will contribute 100% of Cloud’s shares in exchange for 138,216,820 newly issued Ekso shares (private placement), leaving Contributor with approximately 97% of the combined company prior to other transactions. Closing is targeted for Q2 2026 and is subject to customary conditions (including shareholder approval, SEC-cleared proxy/information statement, a minimum of $15.0M cash at closing including PIPE proceeds, Nasdaq approval and a concurrent PIPE investment).

Key Details

• Contribution/Exchange: 1,200 Cloud shares contributed for 138,216,820 newly issued Ekso common shares; company to change name to ChronoScale.
• Ownership & Governance: Contributor expected to own ~97% post-closing; Investor Rights Agreement gives APLD the right to designate 4 of 7 board seats at closing (initial designees: Wes Cummins (Chair), Jason Zhang, Ella Benson, Richard Nottenburg).
• Financing & conditions: Closing conditioned on, among other things, a PIPE investment (amount to be determined), at least $15.0M cash on hand at closing (inclusive of PIPE), Nasdaq listing submission/approval, and certain insurance/consents; termination deadline July 15, 2026.
• Preliminary Q4 2025 results: revenue estimated $3.0–3.1M (vs. $5.1M in Q4 2024); gross margin ~52–53% (vs. ~53% prior year); cash of $1.2M as of Dec 31, 2025 (excludes private placement closed Jan 22, 2026); net cash used in operations in Q4 2025 ~$4.3M (vs. $1.4M in Q4 2024).

Why It Matters
This 8‑K signals a near-complete change in Ekso’s business and capital structure: Applied Digital’s investors will control the large majority of the combined entity, the company will rebrand to ChronoScale, and governance rights shift to APLD. The transaction requires shareholder and regulatory approvals and a PIPE financing; the company must also meet a $15M cash threshold at closing. Separately, Ekso’s preliminary Q4 financials show lower revenue and cash than a year earlier and significant operating cash outflows, underscoring the importance of the planned PIPE and transaction financing for liquidity and the combined company’s path forward. Investors should review the forthcoming proxy/information statement for full details before making decisions.