Current Report Filing (8-k)
March 11 2019 - 4:34PM
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):
March 8, 2019
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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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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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
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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 1.01
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Entry into a Material Definitive Agreement.
As previously reported,
Ekso Bionics Holdings, Inc. (the “Company”) and Ekso Bionics, Inc., a wholly-owned subsidiary of the Company,
entered into an agreement dated January 30, 2019 (the “JV Agreement”) with Zhejiang Youchuang Venture Capital Investment
Co., Ltd. (“ZYVC”) and Shaoxing City Keqiao District Paradise Silicon Intelligent Robot Industrial Investment Partnership
(Limited Partnership) relating to the establishment and operation of a joint venture company called Exoskeleton Intelligent Robotics
Co. Limited (the “Joint Venture”). Pursuant to the JV Agreement, the Company has agreed to issue to the Joint Venture
or a designee of ZYVC, within thirty (30) business days of the Joint Venture delivering its first batch of finished Ekso GT products
to a buyer, shares of the Company’s common stock at a price per share equal to the volume weighted average of the closing
price of the Company’s common stock on the Nasdaq Capital Market for the twenty (20) days prior to the date of issuance for
an aggregate purchase price equal to $5,000,000, provided that the price per share at which such shares are issued shall be no
less than $1.30 and no more than $1.96.
In connection with the
Company entering into the JV Agreement, on March 8, 2019, the Company and the holders of outstanding warrants to purchase shares
of the Company’s common stock (the “2015 Warrants” and such holders, the “2015 Warrant Holders”)
issued pursuant to a securities purchase agreement dated December 23, 2015 (the “2015 Purchase Agreement”) entered
into an amendment to the 2015 Purchase Agreement (the “Amendment”) to retroactively remove the provision in the
2015 Purchase Agreement prohibiting the Company from effecting or entering into an agreement to effect any issuance by the Company
of its common stock at a price determined based on the trading price of the Company’s common stock or otherwise at a future
determined price.
Pursuant to the Amendment,
on March 8, 2019, the Company also entered into an amendment to each of the 2015 Warrants (each, a “Warrant Amendment”)
with the respective 2015 Warrant Holder to reduce the exercise price of each such warrant from $3.74 per share to $2.75 per share,
subject to further adjustments pursuant to the existing terms of such warrant.
A copy of the forms of
the Amendment and the Warrant Amendment are attached to this current report as Exhibits 99.1 and 99.2, respectively, and each such
Exhibit is incorporated by reference herein. The foregoing description of the material terms of the Amendment and the Warrant Amendments,
and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to Exhibits
99.1 and 99.2.
ITEM 9.01. Financial Statements and 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/ John F. Glenn
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Name:
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John F. Glenn
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Title:
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Chief Financial Officer
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Dated: March 11, 2019
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