ChronoScale Corp 8-K/A

What Happened

• ChronoScale Corporation reported that on May 14, 2026 its board determined that the stock-price goal and a Change in Control were achieved, causing Phantom Performance-Based Restricted Stock Unit (Phantom PSU) awards granted on November 5, 2025 to vest for three executives. The awards were originally granted under the Ekso Bionics Holdings, Inc. Amended and Restated 2014 Equity Incentive Plan.
• The board amended the awards’ settlement terms: Scott G. Davis will receive a combination of common stock and cash; Jerome Wong and Jason Jones will receive shares of common stock. The board expects to issue the cash and shares as soon as practicable following the May 5, 2026 closing that constituted the Change in Control, and no later than March 15, 2027.

Key Details

• Original grants (Nov 5, 2025): 185,000 Phantom PSUs to Scott G. Davis; 40,000 to Jerome Wong; 32,000 to Jason Jones.
• Board determination (May 14, 2026): stock-price goal achieved and the Feb 15, 2026 Contribution and Exchange Agreement closing (May 5, 2026) constituted a Change in Control.
• Revised settlement: Davis — 109,357 shares of common stock plus $1,000,000 cash (the cash represents the remaining 75,643 Phantom PSUs); Wong — 40,000 shares; Jones — 32,000 shares.
• Timing: issuance of cash and shares to occur as soon as administratively practicable after the Closing, but no later than March 15, 2027. Amendments to the award agreements were filed as exhibits to the Form 8-K.

Why It Matters

• For investors, these actions show management and key employees received vested long-term incentive payouts tied to a Change in Control and stock performance. The awards will dilute common shares to the extent settled in stock and will increase cash outflows to the extent settled in cash (Davis’s $1,000,000 payment). The timing (by March 15, 2027) gives a clear window for when the company’s share count and cash position may be affected.