EKSO Ekso Bionics Holdings Inc

Item 1.01 Entry into a Material Definitive Agreement.

Underwriting Agreement Related to Common Stock Offering

On August 9, 2016, Ekso Bionics Holdings, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cowen and Company, LLC, as a representative of the several underwriters named therein (the “Underwriters”), relating to the public offering (the “Offering”) of 3,750,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an offering price to the public of $4.00 per share (the “Offering Price”), less underwriting discounts and commissions. Under the terms of the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option to purchase up to an additional 562,500 shares of Common Stock to cover over-allotments, if any. The net proceeds to the Company from the sale of the Common Stock are expected to be approximately $13.7 million after deducting underwriting discounts and commissions and estimated aggregate offering expenses payable by the Company. The sale of shares of the Common Stock is expected to close on August 12, 2016, subject to the satisfaction of customary closing conditions.

The Common Stock is being offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333- 205168) filed with the Securities and Exchange Commission (the “Commission”) on June 23, 2015 and declared effective by the Commission on July 9, 2015 (the “Registration Statement”) and a preliminary and final prospectus supplement filed with the Commission in connection with the Offering. A copy of the opinion of Nutter, McClennen & Fish, LLP relating to the validity of the issuance and sale of the Common Stock in the Offering is attached as Exhibit 5.1 hereto.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. Subject to certain exceptions, the Company and all of the Company’s directors and executive officers also agreed to not sell or transfer any Common Stock of the Company for 90 days after August 9, 2016 without first obtaining the consent of Cowen and Company, LLC. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.