|
Item 1.01
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Entry
into a Material Definitive Agreement
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On April 2, 2017, Ekso Bionics Holdings,
Inc. (the “
Company
”) entered into a Securities Purchase Agreement (the “
Securities Purchase Agreement
”)
with certain purchasers identified on the signature pages thereto (collectively, the “
Purchasers
”) pursuant
to which the Company has agreed to issue and sell to the Purchasers in a registered direct offering an aggregate of 3,732,356 shares
(the “
Shares
”) of the Company’s common stock, par value $0.001 per share (“
Common Stock
”)
and warrants to purchase 1,866,178 shares of Common Stock with an exercise price of $4.10 per share (each, a “
Warrant
”
and collectively, the “
Warrants
”) at a purchase price of $3.14 for each Share and related Warrant, for aggregate
expected gross proceeds of approximately $11.7 million (the “
Offering
”). The Warrants will be exercisable
beginning six months following the issuance date and will expire five years from the date they become exercisable.
Net proceeds, after deducting the Placement
Agent Fee (described below) and other estimated offering expenses payable by the Company, are expected to be approximately $10.9
million. The Company expects that the Offering will close on or about April 6, 2017, subject to the satisfaction of
customary closing conditions. The Company intends to use the net proceeds from the Offering for its operations, including,
but not limited to, ongoing investments (i) in clinical, sales and marketing initiatives to accelerate adoption of the Company
in the rehabilitation market, (ii) in research, development and commercialization activities with respect to a robotic exoskeleton
for home use, and/or (iii) in the development and commercialization of able-bodied exoskeletons for industrial use; and for working
capital and other general corporate purposes.
The Shares, Warrants and shares underlying
the Warrants are being offered and sold pursuant to the Company’s Registration Statement on Form S-3 (No. 333-205168),
which was originally filed with the Securities and Exchange Commission on June 23, 2015, and was declared effective on July 9,
2015 (the “
Registration Statement
”). The securities may only be offered by means of a prospectus. Copies
of the prospectus and when available, the prospectus supplement filed with the Securities and Exchange Commission pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as amended (the “
Securities Act
”), can be obtained
directly from the Company and at the SEC’s website at www.sec.gov. No statement in this document or the attached exhibits
is an offer to purchase or a solicitation of an offer to sell securities. No offer, solicitation or sale will be made in
any jurisdiction in which such offer, solicitation or sale is unlawful.
B. Riley & Co., LLC acted as
the sole lead placement agent in connection with the Offering pursuant to a Placement Agency Agreement dated April 2, 2017 by
and between the Company and B. Riley & Co., LLC (the “
Placement Agency Agreement
”). Under the
Placement Agency Agreement, the Company agreed to pay the Placement Agent an aggregate fee equal to 6.5% of the gross
proceeds of the Offering (the “
Placement Agent Fee
”). In this Offering, Craft Capital Management acted as
co-placement agent. The Company also agreed to reimburse B. Riley & Co., LLC for out-of-pocket expenses up to a maximum
of $35,000. The Placement Agency Agreement contains customary representations and warranties, agreements and obligations,
conditions to closing and termination provisions. The Placement Agency Agreement provides for indemnification by the Company
of the placement agents for certain liabilities, including liabilities arising under the Securities Act, and affords certain
rights of contribution with respect thereto.
In addition, the Company entered into
separate and substantially similar leak-out agreements with each Purchaser (the “
Leak-Out Agreements
”).
Pursuant to the Leak-Out Agreements, from the date of the Securities Purchase Agreement until May 20, 2017, each Purchaser
(together with certain of its affiliates) may not sell, dispose or otherwise transfer, directly or indirectly (including,
without limitation, any sales, short sales, swaps or any derivative transactions that would be equivalent to any sales or
short positions), on any trading day, Shares purchased in the Offering, including the shares of Common Stock issuable upon
exercise of the Warrants, in an amount more than a specified percentage of the trading volume of the Common Stock, subject to certain exceptions. The aggregate trading volume for all Purchasers will be 30% of the
trading volume of Common Stock as reported by Bloomberg, LP during each trading day during the above-referenced leak-out
period, subject to certain exceptions, which aggregate trading volume is allocated pro-rata to the Purchasers based on their
investment amounts. This restriction does not apply to any sales by a Purchaser or any of the Purchaser’s trading
affiliates at a price greater than $4.25 at a time when the offer price of the Common Stock as reported by Bloomberg L.P.
during regular market hours or after-market hours, as applicable, is greater than $4.24. Further, this restriction does not
apply to sales or transfers of any such shares of Common Stock in transactions which do not need to be reported on the NASDAQ
consolidated tape so long as the purchaser or transferee executes and delivers a leak-out agreement. After such sale or
transfer, future sales of the securities covered by the leak-out agreement by the original owner (together with certain of
its affiliate) and the purchaser or transferee will be aggregated to determine compliance with the terms of the leak-out
agreement.
The foregoing description of the Securities
Purchase Agreement, the Warrants, the Placement Agency Agreement and the Leak-Out Agreements does not purport to be complete and
is qualified in its entirety by reference to the form of Warrant attached hereto as Exhibit 4.1, the form of Securities Purchase
Agreement attached hereto as Exhibit 10.1, the Placement Agency Agreement attached hereto as Exhibit 10.2, and the form of Leak-Out
Agreement attached hereto as Exhibit 10.3, each of which is incorporated herein by reference.
In connection with the Offering, certain
information relating to Part II, Item 14 under the heading “Other Expenses of Issuance and Distribution” of the Registration
Statement is being filed with this Current Report on Form 8-K to be incorporated by reference into the Registration Statement.