Current Report Filing (8-k)
April 01 2020 - 4:23PM
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): April 1, 2020
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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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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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. ¨
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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As previously disclosed
by Ekso Bionics Holdings, Inc. (the “Company”) in its definitive proxy statement for its special meeting of stockholders
held on March 12, 2020 (the “Stockholder Meeting”), on November 6, 2019, the compensation committee of the board of
directors of Ekso Bionics Holdings, Inc. (the “Company”) approved certain grants of restricted
stock units (“RSUs”) to the Company’s named executive officers (“NEOs”), under the Company’s
Amended and Restated 2014 Stock Incentive Plan (the “Plan”). The grant of the RSUs was contingent upon: (a) approval
by the Company’s stockholders (the “Stockholder Approval Condition”) at the Stockholder Meeting to increase
the number of shares reserved for issuance under the Plan to accommodate the grants of the RSUs, and (b) the Company filing a
registration statement on Form S-8 with the Securities and Exchange Commission (the “SEC”) to register the offer and
sale of the shares underlying the RSUs (the “Registration Statement Condition”).
The Stockholder Approval
Condition was satisfied at the Special Meeting held on March 12, 2020, and the Registration Statement Condition was satisfied
on April 1, 2020. Accordingly, the following RSUs were granted effective on April 1, 2020:
NEO
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Number
of RSUs Granted
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Jack
Peurach
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35,334
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Jack
Glenn
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10,667
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Jason
Jones
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8,667
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*
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The number of RSUs noted above are after giving effect
to a 1-for-15 reverse stock split on March 24, 2020.
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The RSUs vest as to
one quarter (1/4th) of the total number listed above on November 15, 2020, and as to an additional one quarter (1/4th)
of the total number of RSUs listed above on November 15 of each following year.
All compensation for
the NEOs for the fiscal year ended December 31, 2019, including the compensation disclosed above, will be reported by the Company
in the Summary Compensation Table in the Company’s proxy statement relating to the Company’s annual meeting of stockholders,
expected to be filed with the SEC no later than April 30, 2020.
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/
Jack Glenn
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Name:
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Jack
Glenn
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Title:
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Chief
Financial Officer
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Dated: April 1, 2020
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