Current Report Filing (8-k)
December 27 2017 - 4:38PM
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 21, 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 name or former address,
if change 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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o
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
|
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o
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
|
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o
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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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o
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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
x
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.
x
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On December 22, 2017, Ekso Bionics Holdings,
Inc. (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Amendment of its Certificate
of Incorporation (the “Charter Amendment”) to increase the authorized number of shares of the Company’s common
stock from 71,428,571 shares to 141,428,571 shares. The Charter Amendment was approved by the Company’s stockholders at a
Special Meeting of Stockholders (the “Special Meeting”) held on December 21, 2017, as described below under Item 5.07.
A copy of the Charter Amendment is attached to this report as
Exhibit 3.1.
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Item 5.07
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Submission of Matter to a Vote of Security Holders
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The following provides a summary of votes
cast for the proposals on which the stockholders of the Company voted at the Special Meeting:
Proposal 1
. Approval of an amendment
to the Company’s Articles of Incorporation to increase the total number of authorized shares of common stock from 71,428,571
shares to 141,428,571 shares.
For
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Against
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Abstain
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Broker Non-Votes
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37,714,117
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7,761,992
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668,592
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0
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Proposal 2.
Approval of an amendment
to the Amended and Restated 2014 Equity Incentive Plan to increase the maximum number of shares available for grant from 3,714,285
shares to 4,714,285 shares.
For
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Against
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Abstain
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Broker Non-Votes
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25,205,072
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2,955,074
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356,145
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17,628,410
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Proposal 3.
Approval of the adjournment
of the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time
of the Special Meeting to approve the proposal to amend the Certificate of Incorporation to increase the authorized number of shares
of common stock.
For
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Against
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Abstain
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Broker Non-Votes
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38,410,089
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7,288,278
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446,334
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0
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Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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:
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Maximilian Scheder-Bieschin
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Title:
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Chief Financial Officer
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Dated: December 27, 2017
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