Applied Digital Corp. 8-K

What Happened
Applied Digital (APLD) filed an 8-K on Feb 17, 2026 disclosing a Contribution and Exchange Agreement dated Feb 15, 2026 with Ekso Bionics Holdings, Inc. Under the deal, APLD’s subsidiary Applied Digital Cloud Corporation (“Cloud”) will be contributed to Ekso in exchange for 138,216,820 newly issued shares of Ekso common stock. After the transaction (the “Closing”), Ekso will be the parent of the combined company and will change its name to ChronoScale; Contributor is expected to own approximately 97% of the combined company’s outstanding equity prior to other transactions. The Closing is targeted for Q2 2026 and is subject to customary conditions, including stockholder approval, SEC clearance of proxy/information materials, a Nasdaq listing application, and Ekso having at least $15.0 million in cash and cash equivalents (including PIPE proceeds).

Key Details

• Contributor will transfer 1,200 shares representing 100% of Cloud’s equity in exchange for 138,216,820 Ekso shares.
• Contributor is expected to hold ~97% of the combined company immediately after Closing (before other transactions).
• Ekso must have at least $15,000,000 in cash and cash equivalents at Closing; a PIPE private placement will be completed concurrently and will be dilutive.
• Closing expected Q2 2026; agreement can be terminated if not closed by July 15, 2026.
• An Investor Rights Agreement will give APLD-designated investors the right to name up to 4 of 7 directors at Closing (initial designees include Wes Cummins as Chairman, Jason Zhang, Ella Benson, Richard Nottenburg).

Why It Matters
This transaction would transfer APLD’s Cloud business into a public company structure via Ekso and gives APLD investors near-total ownership and board control at closing. Investors should note key conditions and risks: required stockholder approvals, SEC review/filings, a Nasdaq listing application, and completion of a PIPE financing (which will dilute holders). The deal is subject to customary closing conditions and may not occur if those conditions aren’t met. Review the forthcoming Information Statement or Proxy Statement for full details before making investment decisions.