Prospectus Supplement No. 9 |
Filed Pursuant to Rule 424(b)(3) |
Dated March 1, 2016 |
Registration No. 333-195783 |
(to Prospectus dated April 6, 2015) |
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Ekso
Bionics Holdings, INC.
67,134,768 Shares
Common Stock
This
prospectus supplement no. 9 (the “Supplement”) supplements information contained in the prospectus dated April 6, 2015,
as supplemented by the prospectus supplement no. 1 dated April 23, 2015, the prospectus supplement no. 2 dated May 11, 2015, the
prospectus supplement no. 3 dated August 13, 2015, the prospectus supplement no. 4 dated September 14, 2015, the prospectus supplement
no. 5 dated November 10, 2015, the prospectus supplement no. 6 dated December 4, 2015, the prospectus supplement no. 7 dated
December 23, 2015 and the prospectus supplement no. 8 dated December 29, 2015
(collectively, the “Prospectus”), relating to the resale by selling stockholders of Ekso Bionics Holdings, Inc., a
Nevada corporation, of up to 67,134,768 shares of our common stock, par value $0.001 per share. Of the shares being
offered, 54,008,968 are presently issued and outstanding and 13,125,800 are issuable upon exercise of common stock purchase warrants.
The shares offered by the Prospectus may be sold by the selling stockholders from time to time in the open market, through privately
negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices.
This Supplement is being filed to update
and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 26, 2016 (the “Form 8-K”). Accordingly, we have attached the Form 8-K
to this Prospectus Supplement.
This Supplement
is incorporated by reference into, and should be read in conjunction with, the Prospectus. This Supplement is not complete without,
and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto.
Any statement contained in the Prospectus shall be deemed to be modified or superseded to the extent that information in this Prospectus
Supplement modifies or supersedes such statement. Any statement that is modified or superseded shall not be deemed to constitute
a part of the Prospectus except as modified or superseded by this Prospectus Supplement.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this Supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement
is March 1, 2016
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 |
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(d) Exhibits. |
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Exhibit |
Description |
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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.
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EKSO BIONICS HOLDINGS, INC. |
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By: |
/s/ Max Scheder-Bieschin |
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Name: |
Max Scheder-Bieschin |
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Title: |
Chief Financial Officer |
Dated: February 26, 2016
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