UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): February 23, 2016
Ekso Bionics Holdings, Inc.
(Exact
Name of Registrant as specified in its charter)
Nevada |
333-181229 |
99-0367049 |
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
1414 Harbour Way South, Suite 1201
Richmond, California 94804
(Address of principal executive offices,
including zip code)
(203) 723-3576
(Registrant’s telephone number, including
area code)
Not Applicable
(Registrant’s former name or former
address, if changed since last report)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 - Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2016,
Nathan Harding resigned as the Chief Executive Officer and as a member of the Board of Directors of Ekso Bionics Holdings, Inc.
(the “Company”), effective immediately. Mr. Harding’s resignation from the Board of Directors is
not the result of any disagreement with respect to the Company’s operations, policies or practices
or other occurrence that would require disclosure under Item 5.02(a) of Form 8-K.
In connection with his termination, Mr.
Harding entered into a Separation Agreement with the Company pursuant to which (i) the Company agreed to pay him a severance payment
in an amount equal to his annual base salary of $275,000 (payable in accordance with the Company’s normal payroll practices)
for a period of 12 months commencing on the effective date of his termination (the “Severance Period”), (ii) all
of Mr. Harding’s currently outstanding stock options that would first have become vested or exercisable during the Severance
Period if Mr. Harding continued to be employed by the Company shall become vested and exercisable on the date of Mr. Harding’s
resignation (the “Separation Date”), and all stock options that are or become exercisable upon the Separation Date
shall remain exercisable until February 23, 2022 or, if earlier, until the latest date upon which such stock options could have
been exercised under the original award, and (iii) the Company will continue to make the employer contribution to the cost of Mr.
Harding’s continued participation in the Company’s group health and dental insurance plans during the Severance Period.
As a condition to his receipt of benefits under the Separation Agreement, Mr. Harding
agreed to release all claims against the Company.
On February
23, 2016, the Board appointed Thomas Looby, the Company’s President and Chief Commercial
Officer, to serve as its Interim Chief Executive Officer effective immediately. Mr.
Looby will also continue in his position as President. Mr. Looby’s biography and, to the extent applicable, the information
required by Item 404(a) of Regulation S-K are included in the Company’s definitive proxy statement filed by the Company with
the Securities and Exchange Commission on May 11, 2015 (the “2015 Proxy Statement”). Mr. Looby’s current
compensation is described in the 2015 Proxy Statement.
A copy of the press release issued by the
Company to announce the appointment of Mr. Looby as Interim Chief Executive Officer is included as Exhibit 99.1 to this Current
Report on Form 8-K.
Item 9.01 |
Financial Statements and Exhibits |
|
|
(d) Exhibits. |
|
|
|
Exhibit |
Description |
|
|
99.1 |
Press release dated February 25, 2016 |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
|
EKSO BIONICS HOLDINGS, INC. |
|
|
|
|
|
|
|
By: |
/s/ Max Scheder-Bieschin |
|
Name: |
Max Scheder-Bieschin |
|
Title: |
Chief Financial Officer |
Dated: February 26, 2016
Exhibit 99.1
Ekso Bionics Appoints Thomas
Looby to Interim Chief Executive Officer
RICHMOND, Calif., Feb. 25, 2016
-- Ekso Bionics Holdings, Inc. (OTCQB:EKSO), a leading global robotic exoskeleton company, announced today that Thomas Looby has
been appointed president and interim chief executive officer, effective immediately. The company also announced the resignation
of Nathan Harding from the position of chief executive officer and from the company’s board of directors.
Tom has most recently been president
and chief commercialization officer at Ekso Bionics, where he has been responsible for overseeing the operations of the company’s
medical business. He joined Ekso Bionics in April 2014 as the company’s chief marketing officer, a role in which he led
the development and execution of the company’s global rehabilitation marketing strategy. Prior to joining Ekso Bionics,
Tom served as senior vice president and chief marketing officer at Given Imaging, now part of Medtronic, where he was responsible
for worldwide market development for PillCam® capsule endoscopy and other novel diagnostics technologies.
"Tom is a health care industry
veteran with an excellent track record for growing organizations and successfully building commercial platforms to create value
for shareholders," said Steven Sherman, chairman of Ekso Bionics’ board of directors. "The board of directors
has tremendous confidence in Tom and believes that his leadership and commercial expertise will guide Ekso Bionics to
enhanced growth and success as we continue to build a market for robotic exoskeletons. On behalf of the entire board of directors,
I sincerely thank Nate for his many years of dedication and contributions to Ekso Bionics."
“After almost 13 years of
working to build an exoskeleton industry, co-founding Ekso Bionics and serving as CEO, I feel confident we have assembled a fantastic
team; as the company transitions into a commercial entity, I am ready to pursue new ventures, ” said Nathan Harding, Ekso
Bionics co-founder.
“I appreciate the confidence
the founders and board of directors extend to me,” said Tom Looby. “Success in high-tech healthcare markets starts
with great technology and then also depends on strategic market development and execution. I am thrilled to build off of the great
technology that Nate and Russ have developed. I look forward to working with the Board and entire Ekso Bionics team to sharpen
the company’s operational performance, drive commercialization and position Ekso Bionics to achieve its full potential
as a new standard of care."
About Ekso Bionics
Since 2005, Ekso Bionics has been
pioneering the field of robotic exoskeletons, or wearable robots, to augment human strength, endurance and mobility. The company's
first commercially available product, called Ekso, has helped thousands of people living with paralysis take millions of steps
not otherwise possible. By designing and creating some of the most forward-thinking and innovative solutions for people looking
to augment human capabilities, Ekso Bionics is helping people rethink current physical limitations and achieve the remarkable.
Ekso Bionics is headquartered in
Richmond, CA and is listed on the OTC QB under the symbol EKSO. www.eksobionics.com
Forward-Looking Statements
Any statements contained in this
press release that do not describe historical facts may constitute forward-looking statements. Forward-looking statements may
include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including
plans or objectives relating to the design, development and commercialization of human exoskeletons, (ii) a projection of financial
results, financial condition, capital expenditures, capital structure or other financial items, (iii) the Company's future financial
performance and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above. Such
forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may
not be realized because they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates
and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no
control over. Actual results and the timing of certain events and circumstances may differ materially from those described by
the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy
of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without
limitation, the Company's inability to obtain adequate financing to fund the Company's operations and necessary to develop or
enhance our technology, the significant length of time and resources associated with the development of the Company's products,
the Company's failure to achieve broad market acceptance of the Company's products, the failure of our sales and marketing organization
or partners to market our products effectively, adverse results in future clinical studies of the Company's medical device products,
the failure to obtain or maintain patent protection for the Company's technology, failure to obtain or maintain regulatory approval
to market the Company's medical devices, lack of product diversification, existing or increased competition, and the Company's
failure to implement the Company's business plans or strategies. These and other factors are identified and described in more
detail in the Company's filings with the SEC. To learn more about Ekso Bionics please visit us at www.eksobionics.com. The Company
does not undertake to update these forward-looking statements.
Media Contact:
Heidi Darling, Director of Marketing Communications Phone:
510-984-1761 x317
E-mail: hdarling@eksobionics.com
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