Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
January 26 2015 - 1:16PM
Edgar (US Regulatory)
Prospectus Supplement No. 5 |
Filed Pursuant to Rule 424(b)(3) |
Dated January 26, 2015 |
Registration No. 333-195783 |
(to Prospectus dated June 20, 2014) |
|
Ekso
Bionics Holdings, INC.
67,134,768 Shares
Common Stock
This prospectus supplement no. 5 (the “Supplement”)
supplements information contained in the prospectus dated June 20, 2014, as supplemented by the prospectus supplement no. 1 dated
August 10, 2014, prospectus supplement no. 2 dated November 7, 2014, prospectus supplement no. 3 dated November 20, 2014 and prospectus
no. 4 dated November 24, 2014 (together, the “Prospectus”), relating to the resale by selling stockholders of Ekso
Bionics Holdings, Inc., a Nevada corporation, of up to 67,134,768 shares of our common stock, par value $0.001 per share. Of
the shares being offered, 53,992,968 are presently issued and outstanding and 13,141,800 are issuable upon exercise of common stock
purchase warrants. The shares offered by the Prospectus may be sold by the selling stockholders from time to time in the open market,
through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or
at negotiated prices.
This Supplement modifies, supersedes and
supplements information contained in the Prospectus with respect to certain selling stockholders. This Supplement is incorporated
by reference into, and should be read in conjunction with, the Prospectus. This Supplement is not complete without, and may not
be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.
Any statement contained in the Prospectus shall be deemed to be modified or superseded to the
extent that information in this Prospectus Supplement modifies or supersedes such statement. Any statement that is modified or
superseded shall not be deemed to constitute a part of the Prospectus except as modified or superseded by this Prospectus Supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this Supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is
January 26, 2015
SELLING STOCKHOLDERS
Warrants to purchase an aggregate of 40,200 shares of
common stock issued to selling stockholders Roman Livson, Andrea I. Nathanson and Kally and Nick Savvas and registered hereby
were transferred to Lindsay Jacobson and such warrants were subsequently exercised by Ms. Jacobson. Accordingly, the
“Selling Stockholders” table is being amended as follows:
Selling Stockholder |
|
Shares of
common stock
Beneficially
owned Prior to
the Offering |
|
Shares of
common
stock owned
Prior to this
Offering and
Registered
hereby |
|
Shares
Issuable Upon
Exercise of
Warrants
owned Prior to
this Offering
and Registered
hereby1 |
|
Shares of
common
stock
Beneficially
Owned Upon
Completion
of the
Offering2 |
|
Percentage of
Common
Stock
Beneficially
Owned Upon
Completion
of the
Offering3 |
|
|
|
|
|
|
|
|
|
|
|
Lindsay Jacobson |
|
40,200 |
|
40,200 |
|
0 |
|
0 |
|
0 |
| 1 | An aggregate of 13,141,800 of the shares of common stock being offered by the selling security holders are issuable upon exercise
of common stock purchase warrants. |
| 2 | Assumes all of the shares of common stock to be registered on the registration statement of which this prospectus is a part,
including all shares of common stock underlying common stock purchase warrants held by the selling stockholders, are sold in the
offering and that shares of common stock beneficially owned by such selling stockholder but not being registered by this prospectus
(if any) are not sold. |
| 3 | Percentages are based on the 78,497,558 shares of common stock issued and outstanding as of the Determination Date of June
20, 2014. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment
power with respect to securities. Shares of common stock underlying shares of preferred stock, options or warrants currently exercisable
or convertible, or exercisable or convertible within 60 days after the Determination Date are deemed outstanding for computing
the percentage of the person holding such shares of preferred stock, options or warrants but are not deemed outstanding for computing
the percentage of any other person. |
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