Current Report Filing (8-k)
December 14 2017 - 5:23PM
Edgar (US Regulatory)
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):
December 8, 2017
Ekso Bionics Holdings,
Inc.
(Exact Name of Registrant
as specified in its charter)
Nevada
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001-37854
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99-0367049
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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1414 Harbour Way
South, Suite 1201
Richmond, California
94804
(Address of principal
executive offices, including zip code)
(510) 984-1761
(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 8.01 Other Events
On December 8,
2017, OUM & Co. LLP (“OUM”) notified Ekso Bionics Holdings, Inc. (the “Company”) that it had concluded
that its report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016
should no longer be relied upon and that a material weakness in the Company’s internal control over financial reporting
existed as of such date. This material weakness has not resulted in a restatement of the Company’s consolidated financial
statements or footnote disclosures for any periods through and including the fiscal year ended December 31, 2016.
OUM has reconfirmed
its unqualified opinion on the fairness of the Company’s financial statements included in the Annual Report on Form 10-K
for the year ended December 31, 2016 (the “2016 10-K”).
As part of its
original audit of the Company’s financial statements included in the 2016 10-K, OUM assessed the Company’s internal
control over financial reporting as of December 31, 2016. At that time, OUM and the Company concluded that the Company maintained
effective internal control over financial reporting as of December 31, 2016.
Subsequent to
the issuance of the 2016 10-K, the Public Company Accounting Oversight Board conducted an inspection of OUM’s 2016 audit
of the Company. As a result, OUM reevaluated the Company’s information technology (IT) general controls, and has now concluded
that a “material weakness” existed as of December 31, 2016.
As a result of
the identified material weakness, OUM has performed additional testing on the Company’s financial statements as of and for
the year ended December 31, 2016 to reconfirm their opinion on the fairness of the financial statements included in the 2016 10-K
without reliance on the effectiveness of the Company’s internal controls. As noted above, OUM has now reconfirmed its unqualified
opinion on the fairness of the Company’s financial statements included in the 2016 10-K.
After consultation with OUM,
management has now concluded that the Company’s internal control over financial reporting was not effective at December
31, 2016 and, accordingly, its disclosure controls and procedures were not effective at December 31, 2016 or for subsequent
interim periods. As a natural course of business, management has, over
the course of 2017, been working to further strengthen its internal controls. Specifically, the Company has implemented a
more robust accounting and enterprise resource planning system with software provided by Infor (which became operational in
October 2017).
We plan to amend
our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and our Quarterly Reports on Form 10-Q for the periods
ended March 31, 2017, June 30, 2017 and September 30, 2017 to reflect the conclusion by management that there was a material weakness
in internal control over financial reporting and that our disclosure controls and procedures were not effective as of the end
of the periods covered by these reports. OUM’s auditor’s report on the Company’s internal control over financial
reporting will also be revised to state that the Company’s internal control over financial reporting at December 31, 2016
was not effective.
The Company’s
Audit Committee as well as senior management discussed the matters described in this Item 8.01 with representatives of OUM.
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.
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EKSO BIONICS HOLDINGS,
INC.
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By:
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/s/ Maximilian
Scheder-Bieschin
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Name: Maximilian
Scheder-Bieschin
Title: Chief Financial Officer
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Dated: December 14, 2017
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