Filed 2026-02-23 · Period ending 2025-12-31 · 71,040 words · SEC EDGAR
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# EKSO BIONICS HOLDINGS, INC. (EKSO) — 10-K
**Filed:** 2026-02-23
**Period ending:** 2025-12-31
**Accession:** 0001437749-26-005086
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1549084/000143774926005086/)
**Origin leaf:** 6896b35505e89b6bd697809c12ec20e8f1c1efd5dc772263b3ac0494a75cd6fb
**Words:** 71,040
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Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
| | |
FORM 10-K**
| | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
**For the fiscal year ended December 31, 2025**
**OR**
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
**Commission File No. 001-37854**
**Ekso Bionics Holdings, Inc.**
(Exact name of registrant as specified in its charter)
| Nevada | 99-0367049 | |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
**101 Glacier Point, Suite A**
**San Rafael, California 94901**
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: **(510) 984-1761**
Securities registered pursuant to section12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | |
| Common Stock, $0.001 par value | EKSO | Nasdaq Stock Market LLC | |
| | | (Nasdaq Capital Market) | |
Securities registered pursuant to section12(g) of the Act: None
| | |
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company 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.
Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $8,158,292based on the last sale price for such stock on June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter.
As of February 20, 2026, the registrant had 3,563,381outstanding shares of common stock.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the registrants Proxy Statement for the2026 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrants fiscal year ended December 31, 2025.
[Table of Contents](#toc)
**Ekso Bionics Holdings, Inc.**
**ANNUAL REPORT ON FORM 10-K**
**For the Year Ended December 31, 2025**
**Table of Contents**
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Part I |
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Item1 |
Business |
4 |
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Item1A |
Risk Factors |
11 |
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Item1B |
Unresolved Staff Comments |
27 |
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Item 1C |
Cybersecurity |
27 |
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Item2 |
Properties |
27 |
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Item3 |
Legal Proceedings |
27 |
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Item4 |
Mine Safety Disclosures |
27 |
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Part II |
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Item5 |
Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
28 |
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Item 6 |
Reserved |
28 |
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Item7 |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
28 |
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Item7A |
Quantitative and Qualitative Disclosures About Market Risk |
36 |
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Item8 |
Financial Statements and Supplementary Data |
37 |
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Item9 |
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
69 |
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Item9A |
Controls and Procedures |
69 |
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Item9B |
Other Information |
69 |
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Item 9C |
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections |
69 |
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Part III |
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Item10 |
Directors, Executive Officers and Corporate Governance |
70 |
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Item11 |
Executive Compensation |
70 |
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Item12 |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
70 |
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Item13 |
Certain Relationships and Related Transactions and Director Independence |
70 |
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Item14 |
Principal Accountant Fees and Services |
70 |
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Part IV |
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Item15 |
Exhibits, Financial Statements and Financial Statement Schedules |
71 |
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Item 16 |
10-K Summary |
75 |
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Signatures |
76 |
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**CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS**
This Annual Report on Form 10-K(this "Annual Report")contains forward-looking statements, including, without limitation, in the sections captioned Business, Risk Factors, Managements Discussion and Analysis of Financial Condition and Results of Operations, and elsewhere. Any and all statements contained in this Annual Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as may, might, would, should, could, project, estimate, pro-forma, predict, potential, strategy, anticipate, attempt, develop, plan, help, believe, continue, intend, expect, future, and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Annual Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including those relating to the design, development, distributionand commercialization of exoskeleton products for humans, including for Nomad and BalanceTutor, (ii) the manufacturing of our products and strengthening of our supply chain, and potential opportunities for strategic partnerships, (iii) beliefs regarding the regulatory path for our products, including potential approvals required and timing of approvals, (iv) our future financial performance, including any such statement contained in a discussion and analysis of our financial condition by management or in our results of operations, (v) our beliefs regarding the potential for commercial opportunities, including for exoskeleton technology and our exoskeleton products, and for strategic partnerships, (vi) our beliefs regarding potential clinical and other health benefits of our medical devices, (vii) the actions we will take in seeking reimbursements from Centers for Medicare and Medicaid Services ("CMS") and the success of such actions, (viii) the timing and amounts of CMS reimbursement, (ix) our ability to grow and expand our Ekso Indego Personal Health marketas we work to grow revenue in light of Medicare reimbursement from CMS of the Ekso Indego Personal, (x) our ability to obtain insurance coverage beyond CMS, (xi) our ability to obtain additional indications for products that cover the Ekso Indego Personal, (xii) the timing of executing large sales contracts, (xiii) our expectations regarding the timing and impact of impairment charges on the value of certain of our assets in future periods, (xiv) the impact and effects of the other risk factors on our business, results of operations or prospects, (xv) our evaluation of one or more strategic transactions, (xvi) statements regarding the Business Combination (as defined below), including the Closing (as defined below), the timing of the Business Combination and the structure of the Business Combination, (xvii) statements regarding ChronoScale (as defined below),and (xviii) the assumptions underlying or relating to any statement described in points (i) through (xvii) above.
The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, the Company's ability to consummate the Business Combination, the parties' ability to obtain regulatory [and stockholder] approval for the Business Combination and the parties' inability to comply with regulations, developments and changes in regulations, the Company's ability to operate as a standalone business if the Business Combination is not consummated, higher than anticipated transaction costs, the Company's ability to obtainreimbursement from CMS on a timely basis and at acceptable levels or at all, changes in CMS reimbursement processes, delays or errors in our insurance reimbursement submissions, including to CMS,the highly competitive markets in which the Companys products are sold, the Company's significant losses to date and anticipated future losses, the new and unproven nature of the market for the Companys products, the significant length of time and resources associated with the development of the Companys products, the long, cyclicaland variable sales cycles for the Companys products, the factors outside the Companys control that affect the production and sales of its products, which include but are not limited to disruptions in the global supply chain, the costs related to and impacts of potential failure of the Company to obtain or maintain protection for the Company's intellectual property rights, the inability to successfully consummate and integrate acquisitions, the failure of the Company to obtain or maintain regulatory approval to market the Company's medical devices, adverse results in future clinical studies of the Company's medical device products, risks related to product liability, recall and warranty claims, and the volatility of the market price of and limited trading in our common stock. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Annual Report appears in the section captioned Risk Factors and elsewhere in this Annual Report.
Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Annual Report to reflect any new information or future events or circumstances or otherwise, except as required by law.
Readers should read this Annual Report in conjunction with the discussion under the caption Risk Factors, our financial statements and the related notes thereto in this Annual Report, and other documents thatwe may file from time to time with the SEC.
**Notes regarding references to Ekso Bionics**
In this Annual Report, the Company, we, its and our refers to Ekso Bionics Holdings, Inc. and its wholly owned subsidiaries. Ekso, Ekso Bionics, EksoNR, EVO,EksoPulse, Indego, and Nomadare registered and unregistered trademarks of the Company. All other trademarks that may appear in this Annual Report are the property of their respective owners.
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**PART I**
**Item 1. BUSINESS**
**Company Background**
Founded in 2005, we are a Nevada corporation thatdesigns, develops, and markets exoskeleton products that augment human strength, endurance and mobility. The primary end market for ourexoskeleton technology ishealthcare, where our technology primarily serves peoplewith physical disabilities or impairmentsin both physical rehabilitation and mobility. The majority of our sales are generated from our Enterprise Health products, which includes the sales of products and services related to neurorehabilitation in clinical settings. We also provide products and services from our Personal Health market to individual users.
In addition to our current products and services, we continue to explore business development initiatives to fuel growth and long-term value in our existing markets,and are committed to helping people improve mobility and live healthier lives through combining the use of technology with advanced rehabilitative programs.
**Products**
*EksoNR*
EksoNR is a wearable robotic exoskeleton specifically designed to be used in a rehabilitation setting to assist individuals recovering from both acute and chronic conditions. A trained clinician typically uses the EksoNR to provide adjustable levels of assistance to the wearer's legs to promote proper gait, active engagement, and higher dosage. EksoNR iscleared by the Food and Drug Administration (the "FDA") for use in a clinical setting with individuals with a spinal cord injury ("SCI"),acquired brain injury ("ABI") - includingstroke and traumatic brain injuries ("TBI") -and multiple sclerosis ("MS").
*Ekso Indego Therapy*
Ekso Indego Therapyis a modular, adjustable, lightweight, lower-limb powered exoskeleton that can be custom-sized and fitted to patients for use in rehabilitation and wellness applications. Ekso Indego Therapy is cleared by the FDA for use with individuals with stroke orSCI.
*Ekso Indego Personal*
Ekso Indego Personal is a lightweight powered lower limb orthosis that enables people with mobility impairments the opportunity to walk independently. Ekso Indego Personal is cleared by the FDA for use with individuals with SCI levels from T3 to L5 in community or home settings.
*Ekso Nomad*
Ekso Nomad ("Nomad") is a power Knee Ankle Foot Orthosis, or KAFO. Subject to clinical and patient feedback from clinical trials, we expect to begin the general commercialization process for Nomad in late 2026.
*Ekso EVO*
Ekso EVO ("EVO") isa wearable upper body exoskeleton that elevates and supports a worker's arms to assist them with tasks from chest height tooverhead. EVO is intended to reduce worker fatigue and reduce on-site injuries while boosting productivity. EVO is intended primarily for use with able-bodied individuals and has not been registered with or evaluated by the FDA.
*MediTouch BalanceTutor*
TheMediTouch BalanceTutorrehabilitation system is a multidirectional perturbation treadmill outfitted with multiple force and movement sensors thatallows patients impacted by impaired balance to react to unanticipated disturbances while standing or walking. We believe that the BalanceTutor offers treatment options that are complementary to our rehabilitation exoskeletons and that the two can be used in combination for many patients. MediTouch BalanceTutor is developed and manufactured by MediTouch Inc. ("MediTouch") and will be exclusively distributed by us in the United States. We expect to begin the distribution of the BalanceTutorin early 2026.
**Services**
*EksoCare*
For most of ourproducts, we offer extended warranty and premium service options under our EksoCare program. EksoCare includes a comprehensive warranty, loaner devices to minimize downtime, clinical support, access to our EksoPulse online portal to viewstatistics and device information gathered and transmitted during EksoNR walking sessions, and other benefits to customers.
*Device servicing and repair*
For devices not covered under warranty, we offer fee-for-service repairs and maintenance. Customers may also rent loaner devices on a short-term basis if the time required to service their device will interrupt their ongoing business.
*Training*
We offer a range of training programs that are aimed at demonstrating tocustomers how to use our products safely and effectively. Training is delivered as an online service, in-person, or as a combination of the two. Training is often included with the purchase of a new device, but training can also be purchased separately.
**Segments**
We operate as one operating and reportable segment with two markets: Enterprise Health and Personal Health. Our revenues are primarily generated through the sale and subscription of our EksoNR, Ekso Indego Therapy, and Ekso Indego Personal devices, along with the sale of support and maintenance contracts. For additional information, please refer to Note 16.
*Segment Disclosures* in our notes to the consolidated financial statements.
**Markets and Distribution**
*Enterprise Health Market*
Our sales priority for Enterprise Health customers involves the education of clinical and executive stakeholders on the economic and clinical value of our robotic exoskeleton portfolio, including the EksoNR and the Ekso Indego Therapy devices. In tandem, we continue to leverage our EksoNR and Ekso Indego Therapy customer base to educate and mentor strategic target centers that specialize in stroke, TBI, MS,and SCIrehabilitation and treatment in specific geographies. Starting inlate 2025, we beganmarketing the MediTouch BalanceTutor to our Enterprise Health customers as a complimentary offering for treadmill-based gait training.
Rehabilitation treatments that can benefit from the use of our EksoNR and Ekso Indego Therapy products take place in a range of different types of facilities. These include inpatient rehabilitation facilities ("IRF"), long-term acute care hospitals ("LTACH"), skilled nursing facilities, and outpatient rehabilitationclinics, among others. The primary facility types we currently serve are IRFs. Among these facilities, ownership structures also vary from small independent rehabilitation centers to larger networks of providers. Our current market focusis on the larger network providers, referred to as integrated delivery networks ("IDN"). Sales to IDNs typically involve multi-unit transactions that can benefit from lower selling costs, better pipeline visibility, and better economies of scale.
We also market our Ekso Indego Therapy product to Enterprise Health customers to be used as a training device for users of our Ekso Indego Personal device. In such cases, the Ekso Indego Therapy product may be offered at a discount contingent on future Ekso Indego Personal device trainings volume at that center. See "Personal Health Market" below for additional information.
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Within our Enterprise Health market we also sell our EVO product to commercial and industrial companies that are focused on solving ergonomic challenges for their workers. These challenges range from injury prevention, fatigue reduction, and/or improved worker productivity. Sales of EVO are focused on applications that involve repetitive work at shoulder height and above. While EVO is a general-purpose product, we currently target specific vertical markets, including aerospace, automotive, general manufacturing, and certain construction trades.
The sales cycle in the Enterprise Health marketvariesbut typically takes from approximately eight to 12 months for a first device and six to eight months for subsequent devices. The typical sale of our EksoNR and Ekso Indego Therapy is a complete package, which includes the device and all relevant components, batteries for continuous run-time, training, and certification. Some customers also purchase EksoCare at the time of a new device purchase for up to four years of coverage. The purchaserate of EksoCare varies by country, with U.S. customers typically preferring to include it in their initial purchase. Other regions have lower rates of purchase.
In the Enterprise Health market, we offer a range of purchase options. In most cases and when capital is available, the product is sold outright to the customer as a capital sale and the full price is invoiced to the customer after title transfers. For customers who prefer to finance the purchase of their device, we have finance partners who facilitate such transactions. These arrangements aregenerally marketed as a subscription product to the end customer. Typically, in a subscription arrangement wesell the device to the third-party financing partner who then contracts with the end customer for payment terms. In certain circumstances, weelect to maintain ownership of a product sold as a subscription in lieu of selling it to a third-party financing partner. Subscription arrangements typically last for12 months to 36 months.
We distribute our products to the Enterprise Health market in all of our geographic regions through a combination of direct and indirect (distributor) channels. In the Americas geographic region, sales are primarily made through our direct salesforce. In the Europe, the Middle East, and Africa region (EMEA), we sell through a combination of direct and indirect channels, with German speaking countries handled direct, and other countries and regions served through distributors. In the Asia Pacific region (APAC) we also use a combination of direct and indirect channels depending on the country.
*Personal Health Market*
Within the Personal Health market, we serve individual users with the Ekso Indego Personal, which is intended to provide overground ambulation in community and home settings. The primary use case for Ekso Indego Personal is for users with SCI. For this user population, confinement to a wheelchair can cause severe physical and psychological deterioration. As a result, the secondary medical consequences of paralysis can include difficulty with bowel and urinary tract function, osteoporosis, loss of lean mass, gain in fat mass, insulin resistance, diabetes, and heart disease. The cost of treating these conditions is substantial.
On April 11, 2024, CMS approved a payment level of approximately $91,000 for Medicare reimbursement of the Ekso Indego Personal, which took effect on April 1, 2024. CMS reimbursement creates the possibility that we will see increased demand for this device as we are able to more economically serve the larger U.S. patient population suffering from SCI. Specifically, as of December 31, 2025, according to the National Spinal Cord Injury Statistical Center ("NSCISC") in their 2025 SCI Data Sheet, approximately, an estimated 309,000 individuals are currently living with SCI and another 18,000 suffer from new SCI injuries each year. According to the NSCISC in their SCI Model Systems2024 Annual Statistical Report, approximately 57% of individuals with SCI are enrolled in Medicare or Medicaid within fiveyears post-injury. The Ekso Indego Personal device is regulated by the FDA and the patient must have an injury level of T3 to L5 and have a support person when utilizing the device.
With Medicare reimbursement approved, we began selling products to individuals in this market through Durable Medical Equipment suppliers ("DMEs"). DMEs typically resell products from DME manufacturers, like us, to individual users. DMEs are responsible for the Medicare reimbursement process, which requires a physicians prescription and evidence of medical necessity to be submitted to and approved by Medicare before reimbursement is provided.
Throughout 2025, wecontinued to make progress on developing the go-to-market program for our Personal Health products. Users of this technology are individuals living with an SCIwho will either self-pay, or work through the currently established reimbursement programs involving workers compensation, VA, or Medicare. As in previous years, VA and workers compensation claims are well defined but traditionally are lower volumes.For Medicare, we havecontinued to develop our channel partner program consisting of O&Pand DME partners, and through the year ended December 31, 2025, our partners saw an increased number of Medicare claims submitted and reimbursed. To date, most reimbursements have involved an appeals process, but for newer claims, reimbursements areoccurring much earlier than was the case for initial claims submitted in the previous year. As this category of product is relatively new within CMS, we have taken a measured approach with respect to the volume and timing of CMS reimbursement submissions, focusing on continued refinement and improvement of our candidate screening and submission documentation. The improvements inthis process haveresulted in an increase in our partners' CMS reimbursement submissions. In support of this effort, to date we have signed agreements with National Seating & Mobility for selling exclusivity into the Complex Rehabilitation Technology segment, with Bionic Prosthetics & Orthotics Group, a respected O&P provider serving 14 states, and recently with Ottobock Patient Care, a national provider of O&P services, and we continue to develop partnerships and pilots with other regional and national O&P suppliers that we believe will bear fruit in2026and beyond. In addition to this work, we have ramped up our direct marketing efforts and continue to develop and grow a sales backlog for the Ekso Indego Personal device. As of December31, 2025, we had over 50 people who we believe qualify for potential reimbursement. We anticipate that many of these individuals will have their claims submitted to CMS by our partners over the next 12 months, though we expect our processes and procedures to continue to be refined as we continue to scalethis sales channel over time. Given this ramp, we expect the majority of our revenue in 2026 will continue to come from Enterprise Health sales, but with Personal Health product sales contributing more quarter over quarter.See Part IItem 1A. Risk Factors, specifically the risk titled Coverage policies and reimbursement levels of third-party payers, including Medicare or Medicaid, may impact sales of our products for more information. Another key part of our growth strategy is seeking insurance coverage beyond CMS and seeking additional indications of use for our products. We believe that sales of our Personal Health products have the potential to be a significant growth driver for us as we work to gain coverage by other insurance providers, expand the products' indications of use beyond SCI and optimize our reimbursement submission processes.
The U.S. Department of Veterans Affairs (the "VA") has an active program to provide products like Ekso Indego Personal to U.S. veterans with SCI. With 25 VA SCIcenters, the VA has the largest single network of SCIcare in the United States. Veterans who receive our products through the VA complete a screening, in-clinic training and a home trial prior to the VA purchasing a device for each eligible Veteran. We provide products to the VA through distributors classified as Service-Disabled Veteran-Owned Small Businesses ("SDVOSB").
Outside of the VA and Medicare, we sell Ekso Indego Personal to individuals who pay out-of-pocket or have obtained coverage through a workers compensation claim.We believe there is additional potential in EMEA and APAC for future sales to private individuals and through government-funded healthcare systems.
The sales cycle for the Ekso Indego Personal device averages sixto 12 months from the first interaction we have with the potential Ekso Indego Personal device user.
Nomad is currently for sale in limited volumes in the Personal Health market for use in a non-Company-sponsored single clinical study. Subject to clinical and patient feedback from clinical trials, we expectto begin the general commercialization process for Nomad in late 2026.
**Third-Party Coverage and Payment**
In our Enterprise Health and Personal Health markets, third-party payers are often involved either to pay for procedures in which our products are used or to purchase our devices on behalf of an individual. These payment mechanisms vary by product line and are described below. Third-party payers are typically not involved in the purchase of our EVO product.
*Enterprise Health*
Our customers, including inpatient and outpatient rehabilitation facilities, typically bill third-party payors for the costs and fees associated with the procedures in which our products are used. In the U.S., in order to receive payment for the procedures performed using our products, our customers must report codes that describe the services provided and determine the medical necessity of the service or whether the service is included in the payors policy. Codes used for reimbursement for procedures that utilize our productsare generic in nature and do not reference our products specifically. In the U.S. and most markets globally where we sell our products, payment for medical services provided by our customers (collectively providers) is determined by the government, commercial payors (insurers), or both.
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*Personal Health*
Within the Personal Health market, the VA provides our products to qualified veterans for individual use. CMSand its fiscal intermediaries (Medicare Administrative Contractors) and state Medicaid programs establish reimbursement policies for medical and surgical services at the state and federal level for the Medicare and Medicaid programs.
In April 2024, CMS made a final pricing determination setting the reimbursement rate for the product code applicable to our Ekso Indego Personal product. This determination allows individual users who meet the FDA-approved indications, along with other criteria, to purchase a device through an authorized DMEprovider and be reimbursed for 80% of the reimbursable rate.
Private third-party payors often rely upon Medicare coverage policy and payment limitations in setting their own coverage and payment policies but also have their own methods and approval processes. In some cases, individuals covered under workers compensation insurance have also purchased our products.
**Government Regulation**
*U.S. Medical Device Regulation*
The U.S. government regulates the medical device industry through various agencies, including but not limited to the FDA, which administers the Federal Food, Drug and Cosmetic Act ("FDCA"). The design, testing, manufacturing, storage, labeling, distribution, advertising, and marketing of medical devices are subject to extensive regulation by federal, state, and local governmental authorities in the United States, including the FDA, and by similar agencies in other countries. Any medical device product that we develop must receive all requisite regulatory approvals or clearances, as the case may be, before it may be marketed in a particular country.
Our establishments in California and Ohio are registered with the FDA as a medical device manufacturer or specification developer, and all of ourproducts, with the exception ofEVO,are listed in the FDA database as medical devices. Our bipedal lower extremity exoskeletons - EksoNR, Ekso Indego Therapy, and Ekso Indego Personal - are regulated as Class II devices and thus are covered under our510(k) clearances. Nomad is listedas a Class I device with the FDA and isexempt from premarket notification.
In the year ended December 31, 2025, there were noreportsofadverse events made to the FDA under the Manufacturer and User Facility Device Experience Database relating to any of ourproducts.
*Device Classification*
Unless otherwise specified by the FDA, under the FDCA, medical devices are classified into one of three classes-Class I, Class II or Class III-depending on the degree of risk associated with each medical device and the extent of control needed to provide reasonable assurances with respect to safety and effectiveness.
Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be reasonably assured by adherence to a set of FDA regulations, referred to as the General Controls for Medical Devices, which require compliance with the applicable portions of the Quality System Regulation (QSR), facility registration and product listing, reporting of adverse medical events and malfunctions, and appropriate, truthful and non-misleading labeling, and promotional materials. The FDA'snew regulation referred to as the Quality Management System Regulation (QMSR) wentinto effect inFebruary 2026, which incorporates by reference the quality management system requirements of ISO 13485:2016. Most Class I products are exempt from the premarket notification requirements.
Class II devices are those that are subject to the General Controls, and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can include performance standards, patient registries, FDA guidance documents and post-market surveillance. Most Class II devices are subject to premarket review and clearance by the FDA. Premarket review and clearance by the FDA for Class II devices is accomplished through the 510(k) premarket notification process, in which the device manufacturer must demonstrate substantial equivalence to a previously cleared device, known as a predicate device. In certain cases, where no predicate device exists, Class II devices may come to market through the de novo authorization process.
Establishments that manufacture any class of device, including manufacturers, contract manufacturers, sterilizers, repackagers and relabelers, specification developers, reprocessors of single-use devices, remanufacturers, initial importers, and U.S. manufacturers of export-only devices, are required to register their establishments with the FDA and provide FDA a list of the devices that they handle at their facilities.
After a device is authorized for marketing, numerous regulatory requirements continue to apply. Manufacturing processes for medical devices are required to comply with the applicable portions of the QMSR, which cover the methods and the facilities and controls for the design, manufacture, testing, production, processes, controls, quality assurance, labeling, packaging, distribution, installation and servicing of finished devices intended for human use. The QMSR also requires, among other things, maintenance of a device master file, device history file, and complaint files. Medical device manufacturers are subject to periodic scheduled or unannounced inspections by the FDA and other state and federal authorities, to determine compliance with the QMSR and other regulations, and these inspections may include the manufacturing facilities of suppliers.
Failure to maintain compliance with the QMSR requirements could result in the shutdown of, or restrictions on, manufacturing operations and the recall or seizure of marketed products. The discovery of previously unknown problems with marketed medical devices, including unanticipated adverse events or adverse events of increasing severity or frequency, whether resulting from the use of the device within the scope of its marketing authorization or off-label by a physician in the practice of medicine, could result in restrictions on the device, including the removal of the product from the market or voluntary or mandatory device recalls.
The FDA has broad regulatory compliance and enforcement powers. Failure to comply with applicable regulatory requirements can result in compliance or enforcement action by FDA, which may include any or all of the following sanctions, including warning letters, untitled letters, fines, injunctions, consent decrees, and civil penalties; repair, replacement, withdrawal, administrative detention, refunds, recall or seizure of products; operating restrictions, partial suspension or total shutdown of production; refusing or delaying requests for 510(k) clearance of new products or modified products; withdrawing 510(k) clearance or other authorizations; refusal to grant export approvals; or criminal prosecution.
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*Other U.S. regulatory matters*
Medical device companies are subject to additional healthcare regulation and enforcement by the federal government and by authorities in the states and foreign jurisdictions in which they conduct their business, including the FDA, CMS, other divisions of the Department of Health and Human Services, the Department of Justice, the Consumer Product Safety Commission, the Federal Trade Commission, the Occupational Safety & Health Administration, the Environmental Protection Agency, and state and local governments.
In the United States, sales, marketing and scientific and educational programs also must comply with state and federal fraud and abuse, anti-kickback false claims, transparency, government price reporting, anti-corruption, and health information privacy and security laws and regulations. Internationally, other governments also impose regulations in connection with their healthcare reimbursement programs and the delivery of healthcare items and services. These laws include the following:
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the federal Anti-Kickback Statute, which makes it illegal for any person, including a medical device manufacturer and DME suppliers (or a party acting on its behalf), to knowingly and willfully solicit, receive, offer or pay any remuneration (including any kickback, bribe or certain rebate), directly or indirectly, overtly or covertly, in cash or in kind, or in return for, that is intended to induce or reward referrals, including the purchase, recommendation, order of a medical device or DME for which payment may be made under a federal healthcare program, such as Medicare or Medicaid. Violations are subject to civil and criminal fines and penalties for each violation, plus imprisonment and exclusion from government healthcare programs. In addition, the government may assert that a claim that includes items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal civil False Claims Act (FCA); |
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the federal civil and criminal false claims laws, including the FCA, which prohibit individuals or entities from, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment or approval that are false, fictitious or fraudulent; knowingly making, using or causing to be made or used, a false statement or record material to a false or fraudulent claim or obligation to pay or transmit money or property to the federal government; or knowingly concealing or knowingly and improperly avoiding or decreasing an obligation to pay money to the federal government. Manufacturers can be held liable under the FCA even when they do not submit claims directly to government payers if they are deemed to cause the submission of false or fraudulent claims. DME companies that submit claims directly to payers may also be liable under the FCA for the direct submission of such claims. The FCA also permits a private individual acting as a whistleblower to bring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery. When an entity is determined to have violated the FCA, the government may impose civil fines and penalties for each false claim, plus treble damages, and exclude the entity from participation in Medicare, Medicaid and other federal healthcare programs; |
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the federal civil monetary penalties laws, which impose civil fines for, among other things, the offering or transfer or remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiarys selection of a particular provider, practitioner, or supplier of services reimbursable by Medicare or a state health care program, unless an exception applies; |
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the Health Insurance Portability and Accountability Act (HIPAA), which created additional federal criminal statutes that prohibit knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payer (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters. Similar to the federal Anti-Kickback Statute, a person or entity can be found guilty of violating HIPAA without actual knowledge of the statute or specific intent to violate it; |
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HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (the "HITECH Act), and their respective implementing regulations, impose requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses as well as their respective business associates that perform services for them that involve the use, or disclosure of, individually identifiable health information, relating to the privacy, security and transmission of individually identifiable health information. The HITECH Act also created tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys fees and costs associated with pursuing federal civil actions; |
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the federal Physician Payments Sunshine Act and its implementing regulations require manufacturers of drugs, devices, biological and medical supplies for which payment is available under Medicare, Medicaid or the Childrens Health Insurance Program (with certain exceptions) to report annually to CMS, under the Open Payments Program, information related to payments or other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), physician assistants, nurse practitioners, clinical nurse specialists, certified registered nurse anesthetists, and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members; and |
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analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payer, including commercial insurers or patients; state laws that require device companies to comply with the industrys voluntary compliance guidelines and the applicable compliance guidance promulgated by the federal government or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state and local laws that require the licensure of sales representatives; state laws that require device manufacturers to report information related to payments and other transfers of value to physicians and other healthcare providers or marketing expenditures and pricing information; data privacy and security laws and regulations in foreign jurisdictions that may be more stringent than those in the United States (such as the European Union, which adopted the General Data Protection Regulation, which became effective in May 2018); state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; and state laws related to insurance fraud in the case of claims involving private insurers. |
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Because of the breadth of these laws, it is possible that some of our business activities could, despite efforts to comply, be subject to challenge under one or more of such laws. Moreover, efforts to ensure that our business arrangements comply with applicable healthcare laws may involve substantial costs. It is possible that governmental and enforcement authorities will conclude that our business practices may not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant civil, criminal and administrative penalties, damages, disgorgement, monetary fines, exclusion from participation in Medicare, Medicaid and other federal healthcare programs, integrity and oversight agreements to resolve allegations of non-compliance, contractual damages, reputational harm, diminished profits and future earnings, and curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations. In addition, the commercialization of any of our products outside the United States will also likely subject us to foreign equivalents of the healthcare laws mentioned above, among other foreign laws.
*United States health care reform*
The commercial success of our products will depend in part on the extent to which governmental payor programs at the federal and state levels, including Medicare and Medicaid, private health insurers, and other third-party payors provide coverage for and establish adequate reimbursement levels for our products. In the United States, private health insurers and other third-party payors often provide reimbursement for products and services based on the level at which the government provides reimbursement through the Medicare or Medicaid programs for such products and services. The cost containment measures that payers and providers are instituting and the effect of any healthcare reform initiative implemented in the future could significantly reduce our revenues from the sale of our products.
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Changes in healthcare policy, including changes in the implementation or the repeal of the Patient Protection and Affordable Care Act (the ACA) in the United States, could increase our costs, decrease our revenue and impact sales of and reimbursement and coverage for our current and future products. Since its enactment, there have been judicial and Congressional challenges to certain aspects of the ACA. For example, in June 2021 the U.S. Supreme Court held that Texas and other challengers had no legal standing to challenge the ACA, dismissing the case on procedural grounds without specifically ruling on the constitutionality of the ACA. Thus, the ACA will remain in effect in its current form. It is possible that the ACA will be subject to judicial or Congressional challenges in the future. It is unclear how any such challenges and healthcare measures promulgated by the Trump administration will impact the ACA, our business, financial condition and results of operations.
Federal programs also impose price controls through mandatory ceiling prices on purchases by federal agencies and federally funded hospitals and clinics. These restrictions and limitations influence the purchase of healthcare services and products. Private payors often rely on the lead of the governmental payors in rendering coverage and reimbursement determinations. Therefore, achieving favorable CMS coverage and reimbursement is usually a significant gating issue for successful introduction of a new product.
Further, the increased emphasis on managed healthcare in the United States and on country and regional pricing and reimbursement controls in the European Union will put additional pressure on product pricing, reimbursement, and utilization, which may adversely affect our future product sales and results of operations. These pressures can arise from rules and practices of managed care groups, competition from other products, judicial decisions and governmental laws and regulations related to Medicare, Medicaid, and healthcare reform, and pricing in general. Sales of our product candidates will depend substantially, both domestically and abroad, on the extent to which the costs of our products will be paid by health maintenance, managed care, and similar healthcare management organizations, or reimbursed by government health administration authorities, such as Medicare and Medicaid, private health insurers, and other third-party payors. Adequate third-party reimbursement may not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment. Legislative proposals to reform healthcare or reduce costs under government insurance programs may result in lower reimbursement for our products or exclusion of our products from coverage.
*Foreign Medical Device Regulation*
In addition to regulations in the United States, we are subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products in foreign countries. Regardless of the FDAs approval requirements for a particular product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical trials or marketing of the product in those countries. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.
*European Union*
The European Union requires that manufacturers of medical devices obtain the right to bear the CE conformity marking which designates compliance with existing directives and standards regulating the design, manufacture and distribution of medical devices in member countries of the European Union. The rules for CE marking a product are set forth in the EU Medical Device Regulation (the EU MDR), which replaces the EU Medical Device Directive (the EU MDD). The EU MDR regulations were adopted with transitional periods that allow some products to rely on EU MDD certificates for a period of time. As a result of the EU MDR transition, some of our products are currently CE marked with EU MDD certificates.
On February10, 2025, we received our CE certificate from our notified body for our Ekso Indego Therapy and Ekso Indego Personal products, finalizing our transition to EU MDR. Subsequently, in the second half of 2025, we transitioned manufacturing of our Ekso Indego Therapy andEkso Indego Personalproducts from our facility in Brecksville, Ohio to our facility in San Rafael, California. We are unable to ship these products into the European Union until our CE certificate is updated to reflect this manufacturing location change. We expect an updated CE certificate to be issued in the first half of 2026.
As of December 31, 2025, our EksoNR products continue to bear a CE markand certificates which were obtained under EU MDD regulations. Under EU MDR rules, we can continue to place these products on the market until December 31, 2028, provided that we adhere to certain restrictions. These restrictions include: (i) not making any substantial changes to the products prior to EU MDR certification, (ii) implementing certain EU MDR requirements immediately, and (iii) applying for an EU MDR conformity assessment and having a quality management system in place by May 26, 2024 and signing a written agreement with a notified body by September 26, 2024. As of December 31, 2025, all of those conditions have been met. Our application for EU MDR with our notified body is currently pending technical review.
Regulatory requirements in the United Kingdom (UK) are also changing as a result of Brexit (the UKs withdrawal from the EU), and regulatory requirements in Switzerland are changing as a result of the countrys withdrawal from its Mutual Recognition Agreement with the EU Commission. Complying with the EU MDR and the evolving regulatory regimes in the UK and Switzerland require modifications to our quality management systems, additional resources in certain functions and updates to technical files, among other changes.
*Other countries*
Regulations in other countries, including the requirements for approvals, certification, or clearance and the time required for regulatory review, vary by country. Certain countries, such as Australia, Indonesia, Malaysia, Singapore, Canada, and others have their own regulatory agencies. These countries typically require regulatory approvals and compliance that we comply with either directly or through distribution partners. Failure to obtain regulatory approval in any foreign country in which we market our products, or failure to comply with any regulation in any foreign country in which we market our products, may negatively impact our ability to generate revenue and harm our business.
The policies of the FDA and foreign regulatory authorities may change, and additional government regulations may be enacted which could prevent or delay regulatory approval of our products and could also increase the cost of regulatory compliance. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, either in the U.S. or abroad.
**Competition**
The medical technology and industrial robotics industries are characterized by intense competition and rapid technological change. Specifically, exoskeleton technology remains in its early stages. As this field develops, we believe that we will face increased competition on the basis of product features, critical outcomes, price, services and other factors. Our competitive position will depend on multiple, complex factors, including our ability to achieve market acceptance for our products, develop new products, implement production and marketing plans, secure regulatory approvals for products under development and protect our intellectual property. There area number of other companies that are developing competitive technology and devices related to our Enterprise Health and Personal Health products.
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*Enterprise Health*
For our Enterprise Health products, we face competition from products that target lower extremity gait therapy, ambulation, and rehabilitation inIRF, LTACH, skilled nursing facility, and outpatient rehabilitationclinic settings. While there are multiple ways to perform lower extremity rehabilitation in these settings, the primary competitive alternative to our products remains traditional, non-robotic therapy by a licensed physical therapist.There are also other mechanical or robotic therapy devices, including treadmills, track-based weight support systems, end-effector devicesand other exoskeletons. We believe the clinical evidence supports our claims thatusing Ekso devices for lower extremity rehabilitation can result in better clinical outcomes for the patient and can help avoid or prevent fatigue and injuries to physical therapists.
*Personal Health*
For our Personal Health products, which are intended to provide overground mobility for physically impaired users in a home and community setting, we face competition primarily from manual or powered wheelchairs and other traditional mobility aids. We also face competition from other lower extremity exoskeleton devices, although we believe thatfew of these devices have beencleared by the FDA or other regulators for home and/or community use. Clinical evidence shows that compared to traditional mobility aids, exoskeleton solutions, including our devices, can provide better outcomes for certain SCI users by reducing comorbidities. Comorbidities that have been shown to benefit from exoskeleton use include improved bowl and bladder function, cardiorespiratory health, painand spasticity, among others. Compared to other exoskeletons in this market, we believe that our products have several advantages, including low weight, modularity, wheelchair compatibilityand potentially faster maximum walking speeds.
**Supply of Components**
Our EksoNR device is currently manufactured at our facility in San Rafael, California. In the first two quarters of 2025, our Ekso Indego Therapy, Ekso Indego Personal and Ekso Nomaddevices wereprimarily manufactured at our facility in Brecksville, Ohio. Through the remainder of2025, wecompleted the transfer of allfinal assembly of such devices at our facility in San Rafael, California. We currently run one shift per day at both of our facilities and believe we have the capacity to eventually run additional shifts should we deem it appropriate.
In the secondquarter of 2025, wecompleted thetransfer of partialproduction of our Ekso Indego Personal productto a third-party contract manufacturing partner located in the USA.
EVO products are manufactured by a third-party contract manufacturing partner inMalaysia.
As part of our manufacturing process, we purchase both custom and off-the-shelf components from a large number of suppliers and subject them to stringent quality specifications and processes. Whenever possible, we seek to secure dual source suppliers for our components. Some of the components necessary for the assembly of our products are currently provided to us by single-sourced suppliers (the only approved supply source for us among other sources). We purchase the majority of our components and major assemblies through purchase orders rather than long-term supply agreements and do not generally plan to hold finished goods inventory in excess of our anticipated demand.
**Research and Development**
We focus our engineering and research and developmentefforts on both improvement to existing products and services and new products and services that align with our strategy. We believe that by investing in innovationwe can expand the number of individuals whose lives are improved by the use of our products. We subscribe to a customer-focused approach to new product development, wherein we use customer feedback and suggestions to inform development plans. Areas our engineering and research and development teams target for improvement include enhanced functionality, improved reliability and uptime, and lower cost, among others.
**Intellectual Property**
We have established an extensive intellectual property portfolio that includes various U.S. patents and patent applications. The table below provides a summary of U.S. patents by issuing status and ownership status as of December 31, 2025.
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Issuing Status |
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Issued |
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Pending |
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License Status |
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Patents |
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Applications |
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Exclusively licensed to the Company |
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12 |
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Co-owned with a third party, exclusively licensed to the Company |
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4 |
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Co-owned with a third party |
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3 |
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Sole ownership by the Company |
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55 |
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3 |
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Total |
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74 |
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3 |
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Pending applications mean a complete application has been filed with the applicable patent authority and additional action is pending.
Many of these applications have also been filed internationally as appropriate for their respective subject matter. As of December 31, 2025, 236applications have been issued or have been allowed as patents internationally. Our solely owned patent portfolio contains 233cases that have issued or are in prosecution in 23countries outside the U.S.
Our patent portfolio includes product and method type claims, since the devices that we produce and the processes performed by those devices are patentable. Our patents encompass technologies relevant to our devices, including medical exoskeletons, commercial exoskeletons, actuators, and strength-enhancing exoskeletons. The earliest priority date of the portfolio reaches back to 2003, and new applications may continue to be filed from time-to-time.
Licensors include the Regents of the University of California, or UC Berkeley, and Vanderbilt University ("Vanderbilt").
The license with UC Berkeley consists of two agreements and one amendment to the agreement covering ten patent cases exclusively licensed to us.Inventions covered by a further three patent applications are co-owned by us and UC Berkeley, with no license agreement between us and UC Berkeley. As a result, UC Berkeley may license its rights in these patents to a third-party. With respect to two of these co-owned patent applications, UC Berkeley has licensed their rights in the U.S. to an unrelated third party.
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Pursuant to the UC Berkeley License Agreements, we are required to pay a 1% royalty on sales, including sales generated by sublicenses. In addition, the UC Berkeley License Agreements call for minimum annual payments of $50,000. We do not pay royalties to UC Berkeley on products sold or to be resold to the U.S. government.
As part of theacquisitionfrom Parker Hannifin Corporation ("Parker") of certain assets related to Parker's Human Motion Control (HMC) business,software applications, support services and cloud environments related to such business in December 2022 (the "HMC Acquisition"), weacquired and assumed certain intangible assets including license agreements with Vanderbilt.
On October 15, 2012, Parker entered a license agreement (Exoskeleton License Agreement) with Vanderbilt and was granted exclusive license within the HMC field of use to specific licensed patents and licensed software by paying a non-refundable, non-creditable license issue fee and running royalties. Subsequently, Parker entered three amendments with Vanderbiltand was granted license to additional patents and software from 2014 to 2019 by paying license issue fee and running royalties. The royalties were set to be calculated at 6% of Net Sales for Licensed Patent Products (or a minimum of $250,000) and 3% of Net Sales for Licensed Software products.
On March 1, 2022, Parker entered a license agreement (P-H Knee License Agreement) with Vanderbiltand was granted exclusive license to specific licensed patents, licensed software and copyrightable technical information by paying a non-refundable, non-creditable license issue fee and running royalties. Included in this agreement was the right to sublicense beginning in March 2024. On April 16, 2025, weexecuted a Termination Agreement with Vanderbiltof the P-H Knee License Agreement (the "Termination Agreement"). Per the Termination Agreement, we areno longer required to pay 3.75% of net sales for its Swing-Assist Microprocessor-Controlled Knee ("SA-MPK") licensed patent products and a minimum annual royalty of $75,000 due on or before July 31, 2028 and $100,000 per year thereafter until February 15, 2041. Under the Termination Agreement, should, to the extent Vanderbiltsuccessfully licenses the rights of the SA-MPK technology to a third-party, Vanderbiltwill pay us 50% of Vanderbilt's share of any net revenues attributable to the rights received from such future license agreement until $100,000 has been paid to us.
In addition to the aforementioned agreements, various other subsidized research and development agreements have been entered into with Vanderbilt covering specific work product as articulated in those documents.
In some cases, as a result of government funding we receive, our patents have a government use license, granting the U.S. government a non-exclusive, non-transferable, irrevocable, paid-up license for use of the inventions for or on behalf of the U.S. government, as is typical in the case of government sponsored research.
**Intellectual Property Out-Licensing**
In June 2020, we entered into a non-exclusive license agreement with HAWE Hydraulik of Germany ("HAWE") for rights to develop hydraulic pumps covered by a family of our patents. The agreement additionally includes an exclusivity option. In January 2025, HAWE notified us that they are not moving forward with the technology and therefore were terminating the license agreement. We did not receive any royalty revenue from this license in the years ended December 31, 2025 and 2024, and do not expect to receive any royalty revenue from this license in the future.
**Clinical Evidence**
Numerous research studies have been conducted focusing on safety and feasibility of exoskeletons and robotics in rehabilitation. As ofFebruary 20, 2026, a search for robotic exoskeleton on PubMed, a search engine for biomedical literature and life science journal articles, garners approximately 409unique publications. The full portfolio of currently available and legacy Ekso exoskeletons (EksoNR,Ekso Indego Therapy and Ekso Indego Personal) have been utilized in many of these protocols. The body of research examines a wide variety of diagnoses including ABI, SCI, stroke, MS, and others. The findings of this research are overall positive and promote use of an Ekso exoskeleton in rehabilitation to provide patient outcomes that are equal to or superior to traditional physical therapy in both the inpatient and outpatient setting. Some of these outcomes include faster gait speed, increased gait endurance, improvements in cardiometabolic responses, enhanced quality of life, more typical gait kinematics, increased function, and therapy session duration.
**Human Capital Resources and Management**
As of February 20, 2026, we had 50full-timeemployees and fivepart-time employees, including 47employees in the United States and eightemployees in Europe. None of our employees are covered by a collective bargaining agreement and we consider our relationship with our employees to be good.
We endeavor to maintain a workplace that is free from discrimination or harassment. The basis for recruitment, hiring, development, training, compensation and advancement at the Company includes qualifications, performance, skills, and experience. We believe our employees are fairly compensated. Our compensation program is designed to attract and retain talent.
**Corporate Information**
Our principal executive office is located at 101 Glacier Point, Suite A, San Rafael, California, 94901 and our telephone number is (510) 984-1761.
We make available free of charge on or through our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Our internet address is www.eksobionics.com. This website address is intended to be an inactive, textual reference only; none of the material on this website is part of this Annual Report. Copies of our annual reports on Form 10-K will be furnished without charge to any person who submits a written request directed to the attention of our Secretary, at our offices located at 101 Glacier Point, Suite A, San Rafael, California, 94901. The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
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**Item1A. RISK FACTORS**
Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K including the section titled Managements Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements and related notes, before making a decision to invest in our common stock. Our business, results of operations, financial condition or prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of the risks actually occur, our business, results of operations and financial condition could be adversely affected. In that event, the market price of our common stock could decline, and you could lose all or part of your investment.
**Summary of Risk Factors**
Our business is subject to numerous risks and uncertainties that you should consider before investing in our company, as fully described below. The principal factors and uncertainties that make investing in our company risky include, among others:
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Our proposed business combination with Applied Digital Corporations cloud computing business, Applied Digital Cloud, may not be completed on the terms or timeline currently contemplated or at all, which could have a material adverse effect on our business, financial condition and results of operations. We are incurring material costs in connection with our evaluation of strategic transactions, including such proposed business combination, which impacts our liquidity, prospects and our ability to survive as a standalone business, especially if no strategic transaction is consummated. |
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If we fail to manage the complex and lengthy reimbursement process, our business and operating results could be adversely affected. |
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The markets in which our products are sold are highly competitive and continue to develop, and important assumptions about the potential market for our current and future products may be inaccurate. |
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If we or our third-party manufacturers are unable to produce our products at a satisfactory quality, in a timely manner, in sufficient quantities or at an acceptable cost, our business could be negatively impacted. |
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Shortages in the materials used to manufacture our products and supply chain disruptions, including as a result of changes in trade policies, could impact our future results. |
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Coverage policies and reimbursement levels of third-party payers, including Medicare or Medicaid,may impact sales of our products. |
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The acquisition and integration of other companies, businesses, or technologies could result in operating difficulties, dilution, and other harmful consequences. |
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We may not be able to enhance our product offerings through our research and development efforts. |
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We have incurred significant losses to date and anticipate continuing to incur losses in the future, and we may not achieve or maintain profitability. |
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Our promissory note agreementimposes certain financialand operational restrictions on us, limiting the discretion of our management in operating our business. |
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Protecting our intellectual proprietary rights can be costly, and our success in doing so is not certain. |
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If we fail to obtain or maintain necessary regulatory clearances or approvals for our medical device products, or if clearances or approvals for future products or modifications to existing products are delayed or not issued, our commercial operations would be harmed. |
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Modifications to our currentand our future products may require new 510(k) clearances or premarket approvals, or may require us to cease marketing or recall the modified products until clearances are obtained. |
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Our failure to meet strict post-market regulatory requirements with respect to our products could require us to pay fines, incur other costs or even close our facilities. |
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If we do not continue to satisfy the Nasdaq continued listing requirements, our common stock could be delisted from Nasdaq. |
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We might not be able to continue as a going concern. |
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**Risks Related to the Proposed Business Combination**
**Our proposed business combination with Applied Digital Corporations cloud computing business, Applied Digital Cloud, may not be completed on the terms or timeline currently contemplated or at all, which could have a material adverse effect on our business, financial condition and results of operations.**
On February 15, 2026, we entered into a Contribution and Exchange Agreement (the Contribution Agreement) with APLD Intermediate HoldCo LLC, a Delaware limited liability company (APLD Intermediate), APLD ChronoScale HoldCo LLC, a Delaware limited liability company and a wholly owned subsidiary of APLD Intermediate (Contributor), each a wholly owned direct or indirect subsidiary of Applied Digital Corporation, a Nevada corporation, and Applied Digital Cloud Corporation, a Nevada corporation, which at the time of the Closing (as defined below), will be a wholly owned subsidiary of Contributor (Cloud), for purposes of consummating a business combination (the Business Combination), as a result of which (i) Cloud will become our wholly owned subsidiary, (ii) we will, immediately after the consummation of the Business Combination (the Closing), continue as the parent of the combined company, and (iii) we will change our name to ChronoScale Corporation (ChronoScale).
Subject to the satisfaction or waiver of the conditions set forth in the Contribution Agreement, Contributor will contribute all of its right, title and interest in and to 1,200 shares of the common stock of Cloud, constituting 100% of the issued and outstanding equity of Cloud, to us in exchange for 138,216,820 newly issued shares of our common stock (the Exchanged Shares). As a result of and upon the consummation of the Business Combination, Contributor is expected to own approximately 97% of the combined companys outstanding equity before giving effect to the other transactions contemplated by the Contribution Agreement.
The Contribution Agreement provides that the Closing is subject to certain conditions, including, among other things: (i) stockholder approval of the Business Combination as set forth in the Contribution Agreement and related proposals; (ii) an Information Statement or a Proxy Statement must be cleared by the SEC and sent to our stockholders in accordance with Regulation 14A under the Securities and Exchange Act of 1934, as amended (the Exchange Act), and in the case of the Information Statement, such mailing must be at least twenty (20) calendar days prior to Closing; (iii) no order or law shall have been entered, adopted, enacted, issued, promulgated or enforced, in each case, by a governmental entity that prevents, enjoins, prohibits, restrains or makes illegal the consummation of the Business Combination or the other transactions contemplated by the Contribution Agreement; (iv) all requisite approvals or waivers as required by the terms of the Contribution Agreement shall have been obtained; (v) we shall have cash and cash equivalents equal to at least $15,000,000; and (vi) our Second Amended and Restated Articles of Incorporation (the Second Restated Articles) shall have been duly adopted by all necessary corporate action on our part, filed with the Secretary of State of the State of Nevada, and shall be in full force and effect as of immediately prior to the Closing.
The obligation of each party to consummate the Business Combination is also conditioned upon (i) performance and compliance by the other party in all material respects with its pre-Closing obligations and covenants under the Contribution Agreement; (ii) the accuracy of the representations and warranties of the other party as of the Closing (subject to customary materiality qualifiers); (iii) in both Clouds and our case, the absence of a continuing material adverse effect with respect to the other party; (iv) in Clouds case, that (a) a private placement transaction for gross proceeds of an amount to be determined by APLD Intermediate and on terms acceptable to APLD Intermediate, shall have been consummated concurrently with the Closing (the securities to be issued in such private placement transaction, the PIPE Securities), (b) certain third-party consents as required by the terms of the Contribution Agreement shall have been obtained, (c) the Nasdaq listing application shall have been submitted and approved, (d) the Investor Rights Agreement (the Investor Rights Agreement) between us and Contributor shall be in full force and effect at Closing, and (e) certain tail insurance policies as described in the Contribution Agreement have been bound, paid for and in effect.
While it is currently anticipated that the Business Combination will be consummated in the second quarter of 2026, there can be no assurance that the foregoing conditions will be satisfied in a timely manner or at all, or that an effect, event, development or change will not transpire that could delay or prevent these conditions from being satisfied. If the Business Combination is consummated, the combined company will be subject to risks related to, among other things, ChronoScales ability to successfully integrate our market opportunities, technology, personnel and operations and to achieve expected benefits, including the possibility that the expected strategic benefits from the transaction will not be realized or will not be realized within the expected time period or that general economic conditions or updated accounting or regulatory requirements could have a material adverse effect on the combined business after the Closing.
If the Business Combination is not consummated for any reason, the trading price of our common stock may decline, and we may also be subject to additional risks if the Business Combination is not completed, including:
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we expect to have limited cash resources available to fund our ongoing operations, even after giving effect to our recent fundraising efforts. In such circumstances, our available liquidity would be insufficient to sustain operations for the next twelve months; |
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incurring substantial costs related to the Business Combination, such as financial advisory, legal, accounting and other professional services fees that have already been incurred or will continue to be incurred until and following the Closing; |
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we may experience negative reactions from the financial markets, including negative impacts on our stock price, and it is uncertain when, if ever, the price of the shares would return to the prices at which the shares currently trade; |
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the requirement in the Contribution Agreement that, unless the Contribution Agreement is terminated in accordance with its terms, we shall pay, at the Closing, all fees and expenses of the parties, including the fees and expenses of advisers, counsel, accountants and other experts, if any, as well as all other out-of-pocket expenses incurred by such parties in connection with the negotiation, preparation, execution, and delivery of the Contribution Agreement. If the Contribution Agreement is terminated in accordance with its terms, each party shall be responsible for its own expenses, and APLD Intermediate and Contributor shall be responsible for any expenses incurred by Cloud; |
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limitations on our ability to attract and retain key personnel; |
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reputational harm, including relationships with investors, customers, and business partners due to the adverse perception of any failure to successfully complete the Business Combination; and |
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potential disruption to our business and distraction of our workforce and management team to pursue other opportunities that could be beneficial to us, in each case without realizing any of the benefits of having the Business Combination completed. |
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Absent the Business Combination, we do not believe there is a reasonable prospect for our business to achieve or sustain profitability or positive cash flow in the near term without significant additional capital fundraising. Any such financing, if available at all, would likely be on terms that are highly dilutive to existing stockholders and could include the issuance of substantial amounts of equity, convertible securities, or other instruments with preferential rights. There can be no assurance that we would be able to obtain additional financing on acceptable terms, or at all. If we are unable to secure sufficient funding, we may be forced to liquidate assets, restructure, seek bankruptcy protection, or otherwise wind down our operations, which could result in a complete loss of stockholders investment.
**The pendency of the Business Combination has and could continue to negatively impact our business, financial condition and results of operations.**
The pendency of the Business Combination has and could continue to adversely affect our business, financial condition and results of operations and may result the departure of key personnel. In connection with the Business Combination, some of our customers, suppliers, vendors, and other business partners may delay or defer decisions or may end their relationships with us, which could negatively affect our revenue, earnings, and cash flows, regardless of whether the Business Combination is completed. Similarly, our employees may experience uncertainty about their future roles with us following the Business Combination, which may materially adversely affect our ability to attract and retain key personnel during the pendency of the Business Combination.
***Until the completion of the Business Combination or the termination of the Contribution Agreement in accordance with its terms, we are prohibited from entering into certain transactions and taking certain actions that might otherwise be beneficial to us and our stockholders.***
The Contribution Agreement imposes customary no-shop restrictions on our ability to solicit alternative acquisition proposals, to furnish information to, and participate in discussions or negotiations with, third parties regarding any alternative acquisition proposals. Neither Contributor nor APLD Intermediate shall solicit, discuss or negotiate any acquisition proposal with respect to Cloud other than with us; however, transactions involving Cloud as part of any proposed sale of APLD are not restricted. These restrictions may prevent us from making changes to our business or organizational structure or from pursuing business opportunities that may arise prior to the completion of the Business Combination. It is possible that these or other provisions in the Contribution Agreement might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of our outstanding capital stock from considering or proposing an acquisition or might result in a potential competing acquirer proposing to pay a lower per share price to acquire our capital stock than it might otherwise have proposed to pay. Adverse effects arising from these restrictions could be exacerbated by any delays in the consummation of the Business Combination or the termination of the Contribution Agreement.
***We have incurred, and will continue to incur, direct and indirect costs as a result of the Business Combination.***
We have incurred, and will continue to incur, significant costs and expenses, including fees for professional services and other transaction costs in connection with the Business Combination, for which we will receive little or no benefit if the Business Combination is not completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the Business Combination is not completed and may relate to activities that we would not have undertaken other than to complete the Business Combination.
***Litigation challenging the Contribution Agreement may prevent the Business Combination from being consummated within the expected timeframe or at all.***
Lawsuits may be filed in the future, against us, the Board of Directors, or other parties to the Contribution Agreement, challenging the adequacy of the transaction disclosures or making other claims in connection with the Business Combination. Such lawsuits may be brought by purported stockholders or other interested parties, seeking, among other things, to enjoin the consummation of the Business Combination. One of the conditions to the consummation of the Business Combination is that no order or law shall have been entered, adopted, enacted, issued, promulgated or enforced, in each case, by a governmental entity that prevents, enjoins, prohibits, restrains or makes illegal the consummation of the Business Combination or the other transactions contemplated by the Contribution Agreement. As such, if the plaintiffs in such potential lawsuits are successful in obtaining an injunction prohibiting the defendants from completing the Business Combination on the agreed upon terms, then such injunction may prevent the Business Combination from becoming effective within the expected timeframe or at all.
**Our stockholders will be significantly diluted from the issuance of the Exchanged Shares and any other issuances in connection with the Business Combination, and such issuances, or perception that such issuances may occur, could depress the market price of our common stock.**
The consummation of the Business Combination will cause significant dilution to our stockholders. As a result of and upon the consummation of the Business Combination, Contributor is expected to own approximately 97% of the combined companys outstanding equity and our legacy stockholders will own approximately 3% of the combined companys outstanding equity before giving effect to the other transactions contemplated by the Contribution Agreement. In addition, we may consummate a private placement of securities to fund the post-closing business. The issuance of the Exchanged Shares or such other securities, or the perception that such issuances could occur, could depress the market price of our common stock.
**Business and Operational Risks**
**If we fail to manage the complex and lengthy reimbursement process, our business and operating results could be adversely affected.**
The sale of our Personal Health products primarily depends on reimbursements provided by third party payors. We distribute these products to end users through the VA hospitals. Our products are also distributed through DME suppliers, who will then pursue reimbursement from Medicare, Medicaid, or private insurance providers. Our financial condition and results of operations have been affected by coverage and reimbursement policies of these payors, which are also subject to change over time. The reimbursement process is complex and can involve lengthy delays between the time that a product is delivered to the consumer and the time that the reimbursement amounts are settled. Depending on the payor, we or our customers have been required to obtain certain payor-specific documentation from physicians and other healthcare providers before submitting claims for reimbursement. Certain payors have filing deadlines and they will not pay claims submitted after such time. We have been subject to extensive pre-payment, and may be subject post-payment, audits by governmental and private payors that have resulted in material delays and may result in refunds of monies received or denials of claims submitted for payment under such third-party payor programs and contracts.
Throughout 2025, wecontinued to make progress on developing the go-to-market program for our Personal Health products. Users of this technology are individuals living with an SCIwho will either self-pay, or work through the currently established reimbursement programs involving workers compensation, VA, or Medicare. As in previous years, VA and workers compensation claims are well defined but traditionally are lower volumes.For Medicare, we havecontinued to develop our channel partner program consisting of O&Pand DME partners, and through the year ended December 31, 2025, our partners saw an increased number of Medicare claims submitted and reimbursed. To date, most reimbursements have involved an appeals process, but for newer claims, reimbursements areoccurring much earlier than was the case for initial claims submitted in the previous year. As this category of product is relatively new within CMS, we have taken a measured approach with respect to the volume and timing of CMS reimbursement submissions, focusing on continued refinement and improvement of our candidate screening and submission documentation. The improvements in this process haveresulted in an increase in our partners' CMS reimbursement submissions. In support of this effort, to date we have signed agreements with National Seating & Mobility for selling exclusivity into the Complex Rehabilitation Technology segment, with Bionic Prosthetics & Orthotics Group, a respected O&P provider serving 14 states, and recently with Ottobock Patient Care, a national provider of O&P services, and we continue to develop partnerships and pilots with other regional and national O&P suppliers that we believe will bear fruit in2026and beyond. In addition to this work, we have ramped up our direct marketing efforts and continue to develop and grow a sales backlog for the Ekso Indego Personal device. As of December31, 2025, we had over 50 people who we believe qualify for potential reimbursement. We anticipate that many of these individuals will have their claims submitted to CMS by our partners over the next 12 months, though we expect our processes and procedures to continue to be refined as we continue to scalethis sales channel over time.
While we believe we have improved theCMS reimbursement processes in respect of the Ekso Indego Personal devices, such efforts may be unsuccessful, as the CMS and similar reimbursement processes are complex and we have no guarantees of success for any existing or future claims, and any claim, even if successful, may be materially delayed.
**The markets in which our products are sold are highly competitive and continue to develop, and important assumptions about the potential market for our current and future products may be inaccurate.**
We face competition within the medical devices and industrial robotics markets on the basis of product features, clinical outcomes, price, services and other factors. Our competitive position will depend on multiple, complex factors, including our ability to achieve market acceptance for our products, develop new products, implement production and marketing plans, secure regulatory approvals for products under development and protect our intellectual property. Competitors may offer, or may attempt to develop, more efficacious, safer, cheaper, or more convenient alternatives to our products, including alternatives that could make the need for robotic exoskeletons obsolete. The entry into the market of manufacturers located in low-cost manufacturing locations may also create pricing pressure, particularly in developing markets. Our future success depends, among other things, upon our ability to compete effectively against current technology, as well as to respond effectively to technological advances, and upon our ability to successfully implement our marketing strategies and execute our research and development plan. If customers do not perceive our product offerings to be of value or to be easy and comfortable to use, we may not be able to attract and retain customers. If we are unable to successfully retain existing customers and attract new customers and achieve volume sales of our products, our business, prospects, financial condition and operating results will be materially and adversely affected.
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Our business strategy is based, in part, on our estimates of the number of individuals with physical limitations and disability, and it considers the occurrence of strokes, TBIs, SCIs and MSin our target marketsand the percentage of those groups that would be able to use our current and future products. Limited sources exist to obtain reliable market data with respect to the number of mobility-impaired individuals and the occurrences of ABIs, SCIs and strokes in our target markets. In addition, we are not aware of anythird-party reports or studies regarding thepercentage of patientswith limited mobility and/or SCIs who areable to use exoskeletons, in general, or our current or planned future products, in particular. Our assumptions regarding our addressable markets may be inaccurate and may change. If our estimates of our current or future addressable market are incorrect, our business may not develop as we expect, and the price of our common stock may suffer.
Furthermore, the markets for medical and industrial robotic exoskeletons are continuing to develop. We cannot be certain that the markets for robotic exoskeletons will continue to develop as we expect, or that robotic exoskeletons for medical or industrial use will achievewidespread market acceptance. Additionally, the development of new or improved products, processes or technologies by other companies may render our products or proposed products less competitive or obsolete. The use of robotic devices is not universally accepted in the rehabilitation community and may never be. Current or future clinical trials and studies may not provide sufficient data that the rehabilitation community interprets to support the use of exoskeletons in rehabilitation. Any of these outcomes could materially and adversely affect our business, financial condition and operating results and prospects.
**If we or our third-party manufacturers are unable to produce our products at a satisfactory quality, in a timely manner, in sufficient quantities or at an acceptable cost, our business could be negatively impacted.**
In order to reduce manufacturing costs, we intend to transition a significant amount of our manufacturing processes to third parties. Reliance on third parties to manufacture our products presents significant risks to us, including the potential that manufacturing costs may be higher than if we had kept manufacturing in house, as well as risks of reduced control over delivery schedules and product reliability, manufacturing deviations from internal and regulatory specifications, failure of a manufacturer to perform its obligations to us for technical, market or other reasons, misappropriation of our intellectual property, and other risks in meeting schedules and satisfying requirements of our customers.
We have not entered into any long-term manufacturing or supply agreements for any of our products, and we may need to enter into additional agreements for the commercial development, manufacturing and sale of our products. There can be no assurance that we can do so on favorable terms, if at all.
Our products have been produced in quantities, and on timelines, sufficient to meet commercial demand and for us to satisfy our delivery schedules. However, our dependence upon others for the production of a portion of our products, or for a portion of the manufacturing process, may adversely affect our ability to satisfy demand, as well as to develop and commercialize new products, on a timely and competitive basis. If manufacturing capacity is reduced or eliminated at one or more of our third-party manufacturers facilities, we could have difficulties fulfilling our customer orders, which could adversely affect customer relationships, and our net revenues and results of operations could decline.
***Shortages in the materials used to manufacture our products and supply chain disruptions, including as a result of changes in trade policies, could impact our future results.***
Due to a variety of factors, various materials we and the third-party manufacturers we rely on use to manufacture our products are currently, or may in the future, experience shortages and supply chain disruptions, including from shipping delays. Electronic components in general, battery cells, metals and plastics, all of which we use in our products, have, in the recent past, been in shorter supply compared to prior periods. Numerous factors, such as conflicts in the Middle East and Europe or further trade tensions between the United States and China, may prolong or deepen these challenges. Our operating results may be negatively impacted if global supply chains of semiconductors and other important commodities recur in the future.
Additionally, we may experience shortages and supply chain disruptions as a result of changes in domestic and international trade policies, including the imposition of higher tariffs on imports from various countries from which we procure raw materials and components to support the manufacturing and sale of our products, as well as retaliatory tariffs imposed by other countries. There have been significant changes to tariffs recently. While we believe that under current tariff criteria we will not be subject to additional direct costs from tariffs on the raw materials used to manufacture our medical products, we may be adversely impacted by indirect impact from tariff increases or the existing criteria may change such that we become subject to direct tariffs on imported raw materials. These tariffs could lead to increased costs for raw materials and components, which may not be fully passed on to our customers, thereby reducing our profit margins. Additionally, retaliatory tariffs could adversely affect our export sales. Such changes in trade policies may lead to supply chain disruptions and material shortages, which could adversely affect our financial results.
The uncertainty surrounding future trade policies and potential further tariff increases could also impact our strategic planning and investment decisions. We may need to adjust our sourcing strategies, explore alternative suppliers or consider other international contract manufacturer partners, all of which could cause us to incur substantial costs and face operational challenges. Furthermore, prolonged trade tensions and the potential for a trade war could lead to broader economic instability, affecting consumer confidence and demand for our products. We are actively monitoring developments in trade policies and are prepared to take necessary actions to mitigate these risks, but there can be no assurance that our efforts will be successful.
***Certain of our customers utilize federal funding to purchase our products, and recent federal policy changes has disrupted, and could continue to disrupt, that funding.***
Certain of our customers, including certain hospital systems, utilize federal funding to purchase our products. The current presidential administration has proposed and implemented certain budget cuts to key federal health agencies, which has reduced the availability of federal funding. Shifting priorities in federal research funding or a move toward industry partnerships over direct grant funding could further reduce the availability of federal funding for certain of our customers. These policy shifts have led, and may continue to lead, to a reduction or elimination of funding for programs for our customers, which has impacted their ability to purchase our products. As such, such reductions and potential further reductions could adversely impact our financial results.
***Coverage policies and reimbursement levels of third-party payers, including Veteran's Administration, Medicare,Medicaid, and commercial payors may impact sales growth of our products.***
To the extent that the adoption of our products by our customers is dependent in the future on their ability to obtain adequate reimbursement for the products or treatments provided using our product from third-party payers, including government payors such as Veteran's Administration ("VA"), Medicare, and Medicaid, as well as private payors, such as managed care organizations and commercial payors, the coverage policies and reimbursement levels of these third-party payers may impact the decisions of healthcare providers, facilities, or end users to purchase our products or the prices they would be willing to pay for those products. Reimbursement coverage could also affect the acceptance rates of new technologies. We have no control over these factors.
In the United States, there are multiple avenues for potential medical product reimbursement, including through government payors, such as VA and CMS, or private sector payors, such as commercial or managed health care organizations. Often principal decisions regarding initial reimbursement for new medical products are made by CMS, the largest domestic payor. The decisions made by CMS, including whether and to what extent a new product will be covered and reimbursed under Medicare, often precede adoption of private sector payors. However, because there is no uniform policy of coverage and reimbursement in the United States, each payor generally determines for its own enrollees or insured patients whether to cover or otherwise establish a policy to reimburse based on its own medical relevance testing. Additionally, seeking payor approvals is a time-consuming and costly process often involving third-party durable medical equipment providers (DMEs). Our business plan for our Personal Health products depends in a large part on sales of our Ekso Indego Personal product to or through DMEs to individuals living with SCI. These individuals can either self-pay or submit for reimbursement through the public or private sector payor network.
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With CMS currently having the largest number of covered patients, if CMS delays or cancels reimbursement decisions, or materially changes the reimbursement level it has set, our ability to sell into this market may be diminished. In addition, the policies affecting the implementation of individual reimbursement decisions are made by regional DME Medicare Administrative Contractors. Certain policies are not yet known to us and may affect the number of individual purchases that are approved to receive reimbursement in the future. In addition, we have no guarantee that our products will obtain insurance coverage beyond CMS and VA. We cannot be certain that coverage for our current and our planned future products will be provided in the future by additional payors or that existing agreements, policy decisions or reimbursement levels will remain in place, remain adequate, or be fulfilled under existing terms and provisions. If we cannot obtain coverage and adequate reimbursement from governmental and private sector payors, such as Medicare, Medicaid, Medicare Advantage, or commercial payors, for our current products or new products that we may develop in the future, demand for such products may decline or may not grow as we expect, which could limit our ability to generate revenue and have a material adverse effect on our financial condition, results of operations and cash flow.
The coverage and reimbursement market may be additionally impacted by future legislative changes. There are increasing efforts by governmental and private sector payors in the United States and abroad to cap or reduce healthcare costs which may cause such organizations to limit both coverage and the level of reimbursement for newly approved products and, as a result, they may not cover or provide adequate payment for our products. Specifically, there have been several recent U.S. presidential executive orders, Congressional inquiries, and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to drug and medical device pricing, reduce the cost under Medicare, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies. We expect to experience pricing pressures in connection with the sale of any of our products due to the trend toward managed healthcare, the increasing influence of health maintenance organizations, cost containment initiatives and additional legislative changes.
**The acquisition and integration of other companies, businesses, or technologies could result in operating difficulties, dilution, and other harmful consequences.**
We may selectively pursue strategic acquisitions, any of which could be material to our business, operating results, and financial condition. Future acquisitions could divert managements time and focus from operating our business. In addition, integrating an acquired company, business or technology is risky and may result in unforeseen operating difficulties and expenditures associated with integrating employees from the acquired company into our organization and integrating each companys accounting, management information, human resources and other administrative systems to permit effective management. The anticipated benefits of future acquisitions may not materialize, including our ability to expand our product offerings as a result of overlap in the addressable market for our existing products and the addressable market for products we may acquire. Future acquisitions or dispositions could result in potentially dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, amortization expenses, or write-offs of goodwill and intangible assets, any of which could harm our financial condition. Future acquisitions may also require us to obtain additional financing, which may not be available on favorable terms or at all.
**We may not be able to enhance our product offerings through our research and development efforts.**
In order to increase our sales and our market share in the exoskeleton market, we continue to invest in our research and development efforts and product offerings in response to the evolving demands of people with lower extremity impairment, other medical conditions and healthcare providers, as well as competitive technologies. We may decide to invest our business development resources in partnerships, licensing agreements, business acquisition, distribution arrangements, and other ways that will provide us new product offerings without significant research and development activities. We may not be successful in developing, obtaining regulatory approval for, or marketing our currently proposed products, or our approved products for additional indications, products proposed to be created in the future or products that will be available for us through business acquisitions and distribution arrangements. In addition, notwithstanding our market research efforts, our future products may not be accepted by consumers, their caregivers, healthcare providers or third-party payors who reimburse consumers for our products. The success of any proposed product offerings will depend on numerous factors, including our ability to:
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identify the product features that people with lower extremity impairment, their caregivers, and healthcare providers are seeking in a medical device that restores mobility and successfully incorporate those features into our products; |
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identify the product features that people with lower extremity impairment or other similar indications require while the products are used at home as well as what items are valuable to the clinics that provide them rehabilitation; |
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develop and introduce proposed products in sufficient quantities and in a timely manner; |
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adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third-parties; |
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demonstrate the safety, efficacy, and health benefits of proposed products; and |
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obtain the necessary regulatory clearances and approvals for proposed products. |
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If we fail to generate demand by developing products that incorporate features desired by consumers, their caregivers or healthcare providers, or if we do not obtain regulatory clearance or approval for proposed products in time to meet market demand, we may fail to generate sales sufficient to achieve or maintain profitability. We have in the past experienced, and we may in the future experience, delays in various phases of product development, including during research and development, manufacturing, limited release testing, marketing, and customer education efforts. Such delays could cause customers to delay or forgo purchases of our products, or to purchase our competitors products. Even if we are able to successfully develop proposed products when anticipated, these products may not produce sales in excess of the costs of development, and they may be quickly rendered obsolete by changing consumer preferences or the introduction by our competitors of products embodying new technologies or features.
We will experience long and variable sales cycles.
The EksoNR and Ekso Indego Therapy products have a lengthy sale and purchase order cycle because it is a major capital expenditure item and generally requires the approval of senior management at purchasing institutions. Ekso Indego Personal likewise can have a long sales cycle due to the complexity of the sales channel and lengthy approval process by CMS contractors. Such delays may contribute to substantial fluctuations in our quarterly operating results.
International sales of our products are subject to factors outside of our control.
Our business currently depends in part on our activities in the EMEA, APAC, and other foreign markets. Our international activities are subject to a number of risks inherent in selling and operating abroad, including failure of local laws to provide the same degree of protection against infringement of our intellectual property rights; protectionist laws and business practices that favor local competitors, which could slow our growth in international markets; the expense of establishing facilities and operations in new foreign markets; building an organization capable of supporting geographically dispersed operations; challenges caused by distance, language and cultural differences; challenges caused by differences in legal regulations, markets, and customer preferences, which may limit our ability to adapt our products or succeed in other regions; multiple, conflicting, and changing laws and regulations, including complications due to unexpected changes in regulatory requirements, foreign laws, tax schemes, international import and export legislation, trading and investment policies, exchange controls and tariff and other trade barriers; foreign tax consequences; fluctuations in currency exchange rates and foreign currency translation adjustments; foreign exchange controls that might prevent us from repatriating income earned outside the United States; imposition of public sector controls; differing payer reimbursement regimes, governmental payers or patient self-pay systems and price controls; political, economic and social instability; and restrictions on the export or import of technology.
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In addition, policy changes that result in increased international sales may not continue or may increase cyclicality of our sales cycles. For example, due to local policy changes,we saw increased sales in France in 2024. Such increased sales are expected to be limited to 2024 and future periods when such devices may be replaced in the future, to the extent such policy changesremain in effect.
**We may never complete the development of any of our proposed products or product improvements into marketable products.**
We do not know when or whether we will successfully complete the development of the planned development-stage or next generation exoskeletal technologies, or any other proposed, developmental, or contemplated product for any of our target markets. We continue to seek to improve our technologies before we are able to produce a commercially viable product. For example, we have developed and are continuing to evaluate our Nomad product in the clinical setting. While we expect to begin the general commercialization process forNomadin 2026, we may be unsuccessful in our clinical efforts or receive negative patient feedback, which may delay such rollout or result in us abandoning the Nomad product altogether.
Failure to improve any of our technologies could delay or prevent their successful development for any of our target markets. Developing any technology into a marketable product is a risky, time-consuming and expensive process. You should anticipate that we will encounter setbacks, discrepancies requiring time-consuming and costly redesigns and changes and that there is the possibility of outright failure. We may not meet our product development, manufacturing, regulatory, commercialization and other milestones.
**We have historically relied, and in the future may rely, on sales of our EksoNR, Ekso Indego Therapy and Ekso Indego Personal for a significant portion of our revenue.**
We currently rely, and in the future will rely, on sales of our EksoNR, Ekso Indego Therapy and Ekso Indego Personal for a large portion of our revenue. These products are relatively new, and market acceptance and adoption depends on educating people with lower extremity impairment, physical therapists and other clinicians as to the distinct features, ease-of-use, improved quality of life and other benefits when compared to alternative therapies. These products may not be perceived to have sufficient potential benefits compared with their alternatives. In addition, physical therapists and other clinicians may be slow to change their treatment practices because of perceived liability risks arising from the use of new products. Accordingly, physical therapists and other clinicians may not recommend these products until there is sufficient evidence to convince them to alter the treatment methods they typically recommend. Such evidence may include endorsements from prominent healthcare providers or other key leaders in the lower extremity impairment and neurological impairment communities attesting to the effectiveness of these products in providing identifiable immediate and long-term quality of life benefits, and the publication of peer-reviewed clinical studies demonstrating their value. Any factors that negatively impact sales of these products would adversely affect our business, financial condition and operating results.
***We rely on independent distributors for the sale and marketing of our products in certain geographies.***
In non-German-speaking countries in Europe, other countries in EMEA, and countries in APAC except Singapore, we rely on independent distributors to distribute and assist us with the marketing and sale of our products. These distributors are our principal customers, and revenue growth will depend in large part on our success in establishing and maintaining this sales and distribution channel. If any of our key independent distributors were to cease to distribute our products, our sales could be adversely affected. Further, our independent distributorsfail to comply with their regulatory requirements,that could prevent them from marketing and selling our products. In such situations, we may need to seek alternative independent distributors or increase our reliance on our other independent distributors or our direct sales representatives, which may not prevent our sales from being adversely affected.
**Our success depends on our management team, and on our ability to hire, train, retain, and motivate employees.**
Our success depends on our management team and on our ability to identify, hire, train and retain highly qualified managerial, technical and sales and marketing personnel. Any significant leadership change and accompanying senior management transition, and the hiring of other new leaders in key roles, involves inherent risk and any failure to ensure a smooth transition could hinder our strategic planning, execution and future performance. In addition, as we introduce new products or services, we will need to hire additional personnel. Competition for personnel with the required knowledge, skill and experiences has, from time to time, beenintense, particularly in the San Francisco Bay area, where we are headquartered, and we may not be able to attract, assimilate or retain such personnel. The inability to attract and retain the necessary managerial, technical and sales and marketing personnel could have a material adverse effect on our business, results of operations and financial condition.
**Shutdowns of the U.S. federal government could materially impair our business and financial condition.**
Development of our product candidates or regulatory approval may be delayed for reasons beyond our control. For example, starting in October 2025, the U.S. federal government shut down for 43 days, and certain regulatory agencies, such as the FDA and the SEC, had to furlough critical FDA, SEC, and other government employees and stop critical activities.If a prolonged government shutdown or budget sequestration occurs, it could significantly impact the ability of the FDA to timely review and process our regulatory submissions, which could have a material adverse effect on our business. In addition, while CMS reimbursement is considered anessential service and is thus less likely to be affected, other administrative functions within CMS could be affected, including as a result of the executive and congressional branches of the U.S. government being unable to reach a resolution on the deployment of the federal governments funds]. Further, in our operations as a public company, future government shutdowns could impact our ability to access the public markets, such as through the declaration of effectiveness of registration statements and obtain necessary capital in order to properly capitalize and continue our operations.
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**Damage to our brand and reputation could have an adverse effect on our business and financial performance.**
One of our largest assets is the value of our brands, which is directly linked to our reputation. We must protect our reputation in order to continue to be successful and to grow the value of our brands. Negative publicity directed at any of our brands, regardless of factual basis, such as, relating to product quality, service quality, customer complaints or litigation alleging deficiencies or defects in design or manufacture of our products, adverse events made to the FDA under the Manufacturer and User Facility Device Experience Database relating to any of our products, or any other adverse event involving our products, any failure to comply with applicable regulations or standards, allegations of harassment, or other negative publicity, could damage our reputation. Negative publicity about us could harm our reputation and damage the value of our brands, which could materially and adversely affect our financial performance.
**We may not be able to reduce the cost to manufacture or service our products as planned.**
Our business plan assumes that exoskeletons can be manufactured more inexpensively than they are currently being manufactured. However, we have not yet found a way to significantly reduce the manufacturing cost of our products and doing so may prove more difficult than expected or even impossible. For example, if expectations for greater functionality of the products drive costs up as other factors drive costs down, the result may be that the overall cost of manufacturing the product stays the same or even increases. Likewise, we currently provide service and support of our products for our customers at a high standard (both in and out of warranty), and plan on continuing to do so. Our business plan also assumes that as we continue to improve our product, we achieve improved levels of product reliability and decreased service cost and frequency, which also may prove more difficult than expected.
**Financial & Accounting Risks**
**We have incurred significant losses to date and anticipate continuing to incur losses in the future, and we may not achieve or maintain profitability.**
We have thus far been largely dependent on capital raised through the sale of equity securities in various public and private offerings, and we have incurred losses in each fiscal year since our incorporation in 2005. Our net losses were $11.7 millionand $11.3million for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, we had an accumulated deficit of $262.4 millionand $250.5million, respectively.
The operation of our business and our growth efforts will require significant cash outlays to support our operations. We believe we have sufficient resources to operate for the foreseeable future based upon our current cash resources, expected rate of cash to be used for operations assuming modest increases in current revenue and operating expenses remaining flat, and cash required to satisfy debt obligations. However, unless we are able to generate significant revenues from sales, we will not be able to achieve or maintain profitability in the near future or at all, and we will remain largely dependent on capital raised from past and future financings to implement our business plan, support our operations and service our debt obligations. Our lack of profitability may depress our stock price, and if we are unable to become profitable, we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results, or to cease our operations entirely.
**Our promissory noteagreement imposes certain financialand operational restrictions on us, limiting the discretion of our management in operating our business.**
Our Secured Promissory Note and Security AgreementwithB. Riley Commercial Capital, LLC ("B. Riley"), which we entered into in September 2025(the B. Riley Promissory Note), contains, subject to certain carve-outs, various restrictive covenants that limit our management's discretion in operating our business. In particular, these instruments limit our ability to, among other things,incur additional debt, grant liens on assets, sellassets outside the ordinary course of business, pay dividends and make certain fundamental business changes. Our obligations, which mature on the earlier of the receipt of $2.4 million in net proceeds from the sale of the equity interests of the Company from new equity investors or September 2026. The obligations under the B. Riley Promissory Note are guaranteed by Ekso Bionics, Inc. ("Guarantor") and aresecured by a security interest in substantially all of our assets and Guarantor's assets. As a result, we may need to use our capital resources to repay the B. Riley Promissory Note in order to undertake certain financing or strategic transactions.
In addition, weissued shares of Series B Preferred Stock to certain purchasers in connection with the Private Placement (as defined below). The shares of Series B Preferred Stock are redeemable at the Companys or the holders option at the Stated Value (as defined in the Certificate of Designation of the Powers, Preferences and Relative, Participating, Option and Other Restrictions of the Series B Preferred Stock (the Certificate of Designation)) starting on January 26, 2027. The shares of Series B Preferred Stock are also redeemable at the holders option at the Stated Value upon a Trading Failure (as defined in the Certificate of Designation), subject to certain exceptions. Our redemption obligations with respect to the Series B Preferred Stock could adversely affect our liquidity and reduce the amount of cash available for working capital, capital expenditures, growth opportunities, acquisitions and other general corporate purposes.
**We may be unable to generate sufficient cash flow to service our debt obligations and operate our business.**
As described in Note 9. *Notes Payable, net*to the consolidated financial statements, we have material near-term indebtedness due to the B. Riley Promissory Noteand the $5 million unsecured, subordinated promissory note (the Parker Hannifin Promissory Note) we delivered to Parker Hannifin Corporation in connection with the HMC Acquisition.
Servicing our debt requires a significant amount of cash. While we anticipate that we will have adequate cash resources to fund our operations and satisfy our debt obligations, our ability to generate sufficient cash depends on numerous factors beyond our control and our business may not generate sufficient cash flow from operating activities. Our ability to make payments on, and refinance, our debt and fund planned capital expenditures will depend on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control, including rising interest rates.
We cannot assure our business will generate sufficient cash flow from operations, or future borrowings will be available to us in an amount sufficient to fund our liquidity needs.
If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets or product lines, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.
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***We might not be able to continue as a going concern.***
Our audited consolidated financial statements as of December 31, 2025have been prepared under the assumption that we will continue as a going concern for the next twelve months. As of December 31, 2025, we had cash of $1.2million and an accumulated deficit of $262.4 million. We do not believe that our cash issufficient to fund our operations for the next 12 months. We will need to increase revenues substantially beyond levels that we have attained in the past in order to generate sustainable operating profit and sufficient cash flows to continue doing business without raising additional capital from time to time. As a result of our expected operating losses and cash burn for the foreseeable future and recurring losses from operations, if we are unable to raise sufficient capital through additional debt or equity arrangements, there will be uncertainty regarding our ability to maintain liquidity sufficient to operate our business effectively, which raises substantial doubt as to our ability to continue as a going concern. If we cannot continue as a viable entity, our stockholders would likely lose most or all of their investment in us.
If the Business Combination is not completed, this going concern uncertainty would persist and could intensify, adversely affecting our relationships with customers, suppliers, and other counterparties, and limiting our access to additional capital. If we are unable to consummate the Business Combination or generate sustainable operating profit and sufficient cash flows, then our future success will depend on our ability to raise capital. We are seeking additional financing and evaluating financing alternatives in order to meet our cash requirements for the next 12 months. We cannot be certain that raising additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us. If we issue additional securities to raise funds, these securities may have rights, preferences, or privileges senior to those of our common stock, and our current stockholders may experience dilution. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current product development programs, cut operating costs, forego future development and other opportunities or even terminate our operations.
**Material impairments in the value of our intangible assets, including developed technology and trade name, have affected, and could further negatively affect, our operating results.**
We regularly review our intangible assets, including our goodwill, for impairment. Goodwill and other intangible assets are subject to impairment review on an annual basis and whenever potential impairment indicators are present. Changes in market conditions or other changes in the future outlook of value may lead to impairment charges. Future results, events or decisions may lead to asset impairments and/or related charges. Certain non-cash impairments may result from failure to achieve the expected financial results with respect to acquired assets and/or a change in our strategic goals, business direction or other factors relating to the overall business environment. Material impairment charges could negatively affect our results of operations.
For example, we recorded $2.3 million for each of the developed technology and trade name assets relating to our acquisition of the Human Motion Control business unit of Parker Hannifin Corporation in ourconsolidated financial statements included in this AnnualReport. Failure to recognize sufficient revenue from the technology received in such acquisition has led to a $0.6 million impairment losson the value of our trade name asset for the yearended December 31, 2025, which ismaterial to our results of operations. In the future, failure to recognize sufficient revenue from the technology received in such acquisitioncould leadto impairment charges on the value of our developed technologyassetsand could lead to further impairment charges on the value of our trade name asset in future periods, including as soon as the first quarter of 2026, which could be material to our results of operations. Additionally, for the year endedDecember 31, 2025, we recorded a $0.2 million impairment loss on the full carrying value of one of our intellectual property assets due to the termination of a licensing agreement affecting the future potential revenues of such asset. For more information, see our audited consolidated financial statements included in thisAnnual Report.
**We may not be able to leverage our cost structure or achieve better margins.**
Due to the early-stage customer adoption of our products, our current sales and marketing, research and development, and general and administrative expenses are each a higher percentage of sales than they will need to be for us to reach profitability. While we do expect these expenses to grow as our business grows, we also expect these expenses to decline as a percentage of revenues over time. If we are unable to leverage these costs and grow revenues at a greater pace than these operating expenses as we expect, we will not be able to achieve viable operating margins and profitability.
**We could fail to maintain effective internal control over our financial reporting.**
Section 404 of the Sarbanes-Oxley Act of 2002 requires us to include in our annual reports on Form 10-K and quarterly reports on Form 10-Q an assessment by management of the effectiveness of our internal control over financial reporting. While we believe that the policies, processes and procedures we have put in place will be sufficient to maintain the effectiveness ofour internal controls over financial reporting, our initiatives may not prove successful. If so, management may not be able to conclude that our internal control over financial reporting is effective. This could result in a loss of investor confidence in the reliability of our financial statements, which in turn could negatively affect the price of our common stock. In addition, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404. Our compliance with Section 404 may require that we incur substantial accounting expense and expend significant management efforts.
**Intellectual Property Risks**
**Protecting our intellectual proprietary rights can be costly, and our success in doing so is not certain.**
Our long-term success largely depends on our ability to market technologically competitive products. Failure to protect or to obtain, maintain or extend adequate patent and other intellectual property rights could have a material adverse impact on our competitive advantage and impair our business. Our issued patents may not be sufficient to protect our intellectual property and our patent applications may not result in issued patents. Even if our patent applications issue as patents, they may not issue in a form that will provide us with any meaningful protection, prevent competitors from competing with us or otherwise provide us with any competitive advantage. Our competitors may be able to circumvent our patents by developing similar or alternative technologies or products in a non-infringing manner or may challenge the validity of our patents. Our attempts to prevent third parties from circumventing our intellectual property and other rights ultimately may be unsuccessful. We may also fail to take the required actions or pay the necessary fees to maintain any of our patents that issue.
Furthermore, we have not filed applications for all of our inventions internationally and may not be able to prevent third parties from using our proprietary technologies or may lose access to technologies critical to our products in other countries. These include, in some cases, countries in which we are currently selling products and countries in which we intend to sell products in the future.
**Intellectual property litigation and infringement claims could cause us to incur significant expenses or prevent us from selling certain of our products.**
The industries in which we operate, including, in particular, the medical device industry, are characterized by extensive intellectual property litigation and, from time to time, we might be the subject of claims by third parties of potential infringement or misappropriation. Regardless of outcome, such claims are expensive to defend and divert the time and effort of our management and operating personnel from other business issues. A successful claim or claims of patent or other intellectual property infringement against us could result in our payment of significant monetary damages and/or royalty payments or negatively impact our ability to sell current or future products in the affected category and could have a material adverse effect on our business, cash flows, financial condition or results of operations.
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Because competition in our industry is intense, competitors may infringe or otherwise violate our issued patents, patents of our licensors or other intellectual property. To counter infringement or unauthorized use, we may be required to file infringement claims, which can be expensive and time-consuming. Any claims we assert against perceived infringers could provoke these parties to assert counterclaims against us alleging that we infringe their patents. In addition, in a patent infringement proceeding, a court may decide that a patent of ours is invalid or unenforceable, in whole or in part, construe the patents claims narrowly, or refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. An adverse result in any litigation proceeding could put one or more of our patents at risk of being invalidated or interpreted narrowly. We may also elect to enter into license agreements in order to settle patent infringement claims or to resolve disputes prior to litigation, and any such license agreements may require us to pay royalties and other fees that could be significant. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure.
**Some of the patents and patent applications in the intellectual property portfolio are not within our complete control, which could reduce the value of such patents.**
Some of our U.S. patents (which have associated international patents and applications) that cover our commercial products are co-owned by UC Berkeley. UC Berkeley has exclusively licensed its rights under many of these patents to us, but we do not have an exclusive license to UC Berkeleys rights under three of these patents.
UC Berkeley has licensed their U.S. rights in two of these three co-owned patents to an unrelated third-party.
The third patent is a continuation-in-part of a patent that UC Berkeley has licensed to us. Under the terms of the relevant license agreement between us and UC Berkeley, we have exclusive rights to any claims that are fully supported by the specification in the parent application. However, any claims that are not based on the specification in the parent application are co-owned by UC Berkeley and us, and UC Berkeleys rights in respect of such claims are not exclusively licensed to us. There is no assurance that we will be able to obtain a license to UC Berkeleys rights in any such claims on commercially reasonable terms or at all, and UC Berkeley may choose to license its rights to third parties instead of us.
**If we fail to comply with our obligations in the agreements under which we license intellectual property rights from third-parties or otherwise experience disruptions to our business relationships with our licensors, we could lose intellectual property rights that are important to our business.**
We are a party to two exclusive license agreements with UC Berkeley, covering ten patents exclusively licensed to us. In addition,we are party to two license agreements with Vanderbilt University. We may also need to obtain additional licenses from others to advance our research and development activities or allow the commercialization of our devices or any other devices we may identify and pursue. Our license agreements with UC Berkeley and Vanderbilt University impose various development, diligence, commercialization, and other obligations on us, and any future license agreements may impose similar or other obligations on us. For example, under our license agreements with UC Berkeley and Vanderbilt University, wemust satisfy specified minimum annual royalty payment obligations. In spite of our efforts, our licensors might conclude that we have materially breached our obligations under such license agreements and might therefore terminate the license agreements, thereby removing or limiting our ability to develop and commercialize products and technology covered by these license agreements. If our license agreements with UC Berkeley or Vanderbilt University are terminated, competitors or other third parties would have the freedom to seek regulatory approval of, and to market, products that may be identical or functionally similar to our devices and we may be required to cease our development and commercialization of such devices. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.
Moreover, disputes may arise between us and our counterparties, including with our non-Company-sponsored single clinical study partner for our Nomad product, regarding intellectual property subject to a licensing agreement, including the scope of rights granted under the license agreement and other interpretation-related issues; the extent to which our devices, technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement; the sublicensing of patent and other rights under our collaborative research and development relationships; our diligence obligations under the license agreement and what activities satisfy those diligence obligations; the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and the priority of invention of patented or patentable technology. In addition, certain provisions in our license agreements with UC Berkeley and Vanderbilt University may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the agreement, either of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Moreover, if disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected devices, which could have a material adverse effect on our business, financial conditions, results of operations and prospects.
**Patent terms may be inadequate to protect our competitive position on our devices for an adequate amount of time.**
Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even if patents covering our devices are obtained, once the patent life has expired, we may be open to competition from competitive products. Given the amount of time required for the development, testing and regulatory review of new devices, patents protecting such devices might expire before or shortly after such devices are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.
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**Legal and Regulatory Compliance Risks**
**If we fail to obtain or maintain necessary regulatory clearances or approvals for our medical device products, or if clearances or approvals for future products or modifications to existing products are delayed or not issued, our commercial operations would be harmed.**
Our EksoNR,Ekso Indego, and Nomad products are medical devices and are regulated by the FDA, the European Union and other governmental authorities both inside and outside of the United States. These agencies enforce laws and regulations that govern the development, testing, clinical trials, manufacturing, labeling, advertising, marketing and distribution, recordkeeping, recalls and field safety corrective actions, and market surveillance of our medical products. Our failure to comply with these complex laws and regulations could have a material adverse effect on our business, results of operations, financial condition and cash flows.
In the United States, before we can market a new medical device, or a new use of, new claim for or significant modification to an existing product, we must first receive either clearance under Section 510(k) of the FDCA or approval of a premarket approval ("PMA") application from the FDA, unless an exemption applies. Both the PMA and the 510(k) clearance process can be expensive, lengthy and uncertain. The FDAs 510(k) clearance process may take anywhere from several months to over a year. The process of obtaining a PMA is much more costly and uncertain than the 510(k) clearance process and generally takes from one to three years, or even longer, from the time the application is filed with the FDA. In addition, PMA generally requires the performance of one or more clinical trials.
The FDA also has substantial discretion in the medical device review process. Despite the time, effort and cost, we cannot assure you that any particular device will be approved or cleared by the FDA. Any delay or failure to obtain necessary regulatory approvals could harm our business. Failure can occur at any stage, and we could encounter problems that cause us to repeat or perform additional development, standardized testing, pre-clinical studies and clinical trials. Any delay or failure to obtain necessary regulatory approvals could harm our business.
The FDA or other non-U.S. regulatory authorities can delay, limit or deny clearance or approval of a medical device candidate for many reasons, including a medical device candidate may not be deemed to be substantially equivalent to a device lawfully marketed either as a grandfathered device or one that was cleared through the 510(k) premarket notification process; a medical device candidate may not be deemed to be substantially equivalent to a device lawfully marketed either as a grandfathered device or one that was cleared through the 510(k) premarket notification process; a medical device candidate may not be deemed to be in conformance with applicable standards and regulations; FDA or other regulatory officials may not find the data from pre-clinical studies and clinical trials or other product testing date to be sufficient; other non-U.S. regulatory authorities may not approve our processes or facilities or those of any of our third-party manufacturers, thereby restricting export; or the FDA or other non-U.S. regulatory authorities may change clearance or approval policies or adopt new regulations.
Even after regulatory clearance or approval has been granted, a cleared or approved product and its manufacturer are subject to extensive regulatory requirements relating to manufacturing, labeling, packaging, adverse event reporting, storage, advertising and promotion, recordkeeping, and recalls and field safety corrective actions of the product. If we fail to comply with the regulatory requirements of the FDA or other non-U.S. regulatory authorities, or if previously unknown problems with our products or manufacturing processes are discovered, we could be subject to administrative or judicially imposed sanctions, including restrictions on the products, manufacturers or manufacturing process; adverse publicity; adverse inspectional observations (Form 483), warning letters, non-warning letters incorporating inspectional observations; consent decrees; civil or criminal penalties or fines; injunctions; product seizures, detentions or import bans; voluntary or mandatory product recalls and publicity requirements; suspension or withdrawal of regulatory clearances or approvals; total or partial suspension of production; imposition of restrictions on operations, including costly new manufacturing requirements; refusal to clear or approve pending applications or premarket notifications; and import and export restrictions.
If imposed on us, any of these sanctions could have a material adverse effect on our reputation, business, results of operations and financial condition.
***Our products and operations are subject to extensive government regulation and oversight in the United States and other countries where we commercialize our medical devices.***
Medical devices regulated by the FDA are subject to general controls which include: registration with the FDA; listing commercially distributed products with the FDA; complying with all applicable requirements under the QMSR, whichwent intoeffect in February 2026; filing reports with the FDA of and keeping records relative to certain types of adverse events associated with devices under the medical device reporting regulation; assuring that device labeling complies with device labeling requirements; reporting certain device field removals and corrections to the FDA; and obtaining pre-market notification 510(k) clearance for devices prior to marketing. Some devices known as 510(k)-exempt devices can be marketed without prior marketing-clearance or approval from the FDA. In addition to the general controls, some Class II medical devices are also subject to special controls, including adherence to a particular guidance document and compliance with the performance standard. Instead of obtaining 510(k) clearance, most Class III devices are subject to PMA.
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Although our Class II medical devices have received regulatory clearance from FDA in the United States for a particular patient population, they will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, advertising, promotion, sampling, record-keeping, conduct of post-marketing studies and submission of safety, effectiveness and other post-market information, including both federal and state requirements in the United States and requirements of comparable non-U.S. regulatory authorities in any international markets we choose to enter.
Any regulatory clearances that we have received for our products will be subject to limitations on the cleared or approved indicated uses for which the product may be marketed and promoted, will be subject to the conditions of approval, or will contain requirements for potentially costly post-marketing testing. We are required to report certain adverse events and production problems, if any, to the FDA and comparable foreign regulatory authorities. Any new legislation addressing product safety issues could result in increased costs to assure compliance. The FDA and other agencies, including the DOJ, closely regulate and monitor the post-clearance or approval marketing and promotion of products to ensure that they are marketed and distributed only for the cleared or approved indications and in accordance with the provisions of the cleared or approved labeling. We have to comply with requirements concerning advertising and promotion for our products.
Promotional communications with respect to devices are subject to a variety of legal and regulatory restrictions and must be consistent with the information in the products cleared or approved labeling. As such, we may not promote our products for indications or uses for which they do not have clearance. If the FDA determines that our promotional, reimbursement or training materials for sales representatives or doctors constitute promotion of an off-label use, the FDA could request that we modify our training, promotional or reimbursement materials and/or subject us to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, disgorgement of profits, significant penalties, including civil fines and criminal penalties. Other federal, state or foreign governmental authorities also might take action if they consider our promotion, reimbursement or training materials to constitute promotion of an off-label use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. Although we train our sales force not to promote our products for off-label uses, and our instructions for use in all markets specify that our products are not intended for use outside of those indications cleared or approved for use, the FDA or another regulatory agency could conclude that we have engaged in off-label promotion. For example, the government may take the position that off-label promotion resulted in inappropriate reimbursement for an off-label use in violation of the federal civil False Claims Act for which it might impose significant civil fines and even pursue criminal action. In those possible events, our reputation could be damaged, and adoption of the products would be impaired.
If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with our facility where the product is manufactured or disagrees with the promotion, marketing or labeling of a product, such regulatory agency may impose restrictions on that product or us, including requiring withdrawal of the product from the market.
If we fail to comply with applicable regulatory requirements, a regulatory agency or enforcement authority may, among other things:
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subject our facility to an adverse inspectional finding or Form 483, or other compliance or enforcement notice, communication or correspondence; |
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issue warning or untitled letters that would result in adverse publicity or may require corrective advertising; |
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impose civil or criminal penalties; |
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suspend or withdraw regulatory clearances or approvals; |
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refuse to clear or approve pending applications or supplements to approved applications submitted by us; |
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impose restrictions on our operations, including closing our sub-assembly suppliers facilities; |
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seize or detain products; or |
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require a product recall. |
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In addition, violations of the FDCA relating to the promotion of approved products may lead to investigationsalleging violations of federal and state healthcare fraud and abuse and other laws, as well as state consumer protection laws. Any government investigation of alleged violations of law could require us to expend significant time and resources in response and could generate negative publicity. Any failure to comply with ongoing regulatory requirements may significantly and adversely affect our ability to commercialize and generate revenue from our products. If regulatory sanctions are applied or if regulatory clearance or approval is withdrawn, it would have a material adverse effect on our business, financial condition and results of operations.
In addition, FDA and other regulatory authorities may change their policies, issue additional regulations or revise existing regulations, any of which could delay our ability to obtain new marketing authorizations and increase the costs of compliance or restrict our ability to maintain any regulatory authorizations we may have obtained. In June 2024, the U.S. Supreme Court overruled the Chevron doctrine, which gives deference to regulatory agencies' statutory interpretations in litigation against federal government agencies, such as the FDA where the law is ambiguous. This Supreme Court decision may invite more stakeholders to bring lawsuits against the FDA to challenge longstanding decisions and policies of the FDA, which could undermine the FDA's authority, lead to uncertainties in the industry, and disrupt the FDA's normal operations, any of which could delay the FDA's review of pending submissions. We cannot predict the full impact of this decision on us or the medical device industry in general. Further, changes in the leadership of the FDA and other federal agencies under the new Trump administration can result in changes in the agencies operations and policies, which may impact our product development plans and timelines.
**Modifications to our current and our futureproducts may require new 510(k) clearances or premarket approvals, or may require us to cease marketing or recall the modified products until clearances are obtained.**
An element of our strategy is to continue to upgrade our robotic exoskeleton platform to incorporate new software and hardware enhancements. Any modification to a 510(k)-cleared device, including our EksoNR, Ekso Indego Therapy, and Ekso Indego Personal, that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, design, or manufacture, requires a new 510(k) clearance or, possibly, a PMA. The FDA requires every manufacturer to make this determination in the first instance based on the final guidance document issued by the FDA in October 2017 addressing when to submit a new 510(k) application due to modifications to 510(k)-cleared devices and a separate guidance document on when to submit a new 510(k) application due to software changes to 510(k)-cleared devices. Although largely aligned with the FDAs longstanding guidance document issued in 1997, the 2017 guidance includes targeted changes intended to provide additional clarity on when a new 510(k) application is needed. The FDA may review our determinations regarding whether new clearances or approvals are necessary, and may not agree with our decisions. If the FDA disagrees with our determinations for any future changes, or prior changes to previously marketed products, as the case may be, we may be required to cease marketing or to recall the modified products until we obtain clearance or approval, and we may be subject to significant regulatory fines or penalties.
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We may introduce new products with enhanced features and extended capabilities from time to time. The products may be subject to various regulatory processes, and we may need to obtain and maintain regulatory approvals in order to sell our new products. If a potential purchaser of our products believes that we plan to introduce a new product in the near future or if a potential purchaser is located in a country where a new product that we have introduced has not yet received regulatory approval, planned purchases may be deferred or delayed. As a result, new product introductions may adversely impact our financial results.
**We must obtain certain regulatory approvals in the EU, which could be costly and time-consuming and subject us to unanticipated delays or prevent us from marketing certain devices.**
In the EU, we are required to comply with the EU MDR and obtain CE Certificates of Conformity in order to affix the CE Mark and market medical devices. As of December 31, 2025, our EksoNR producthad yet been approved under the EU MDR. We have submitted an application to obtainCE Certificates of Conformity in order to affix the CE Mark to EksoNR. Suchapplication may be delayed or denied. Specifically, changes in regulatory policy for the approval or CE marking of a medical device during the period of product development and regulatory agency review or notified body review of each submitted new application may cause delays or rejections. In March 2023, the European Commission extended the original compliance dates for the EU MDR. As a result, the EU MDR transitional period deadline for our products was set to December 31, 2028. Failure to comply with the EU MDR requirements by the EU MDR transitional period deadline would prevent us from generating revenue from sales of our products in the EU, which could adversely affect our business, results of operations and financial condition.
**Our failure to meet strict post-market regulatory requirements with respect to our products could require us to pay fines, incur other costs or even close our facilities.**
If we, or our suppliers,fail to comply with the FDAs QMSR,which wentinto effect in February 2026, or otherapplicable foreign regulations, our manufacturing or distribution operations could be delayed or shut down and our revenue could suffer. Our manufacturing and design processes and those of our third-party component suppliers are required to comply with the FDAsQMSR, whichcovers procedures and documentation of the design, testing, production,control, quality assurance, labeling, packaging, storageand shipping of ourproducts in the United States.
We are also subject to similar state requirements and licenses, and to ongoing ISO 13485 compliance in our operations, including design, manufacturing, and service. In addition, we must engage in extensive recordkeeping and reporting and must make available our facilities and records for periodic unannounced inspections by governmental agencies, including the FDA, state authorities, and applicable agencies in other countries. These regulatory requirements and changes to the requirements may significantly increase our production costs and may even prevent us from making our products in amounts sufficient to meet market demand. If we change our approved manufacturing process, the FDA may need to review the process before it may be used. The FDA enforces the QMSR through periodic announced and unannounced inspections of manufacturing facilities. Failure to comply with regulatory requirements such as QMSR may result in changes to labeling, restrictions on such products or manufacturing processes, withdrawal of the products from the market, voluntary or mandatory recalls, a requirement to repair, replace or refund the cost of any medical device we manufacture or distribute, fines, suspension of regulatory approvals, product seizures, injunctions or the imposition of civil or criminal penalties which would adversely affect our business, operating results and prospects.
TheQMSR, which incorporates by reference the quality management system requirements of ISO 13485:2016, went into effect on February 2, 2026. If we or any of our suppliers or contractors fail to meet the regulatory requirements or a regulatory inspection, our operations could be disrupted and our manufacturing interrupted. Failure to take timely and adequate corrective action in response to an adverse regulatory inspection could result in, among other things, a shutdown of our manufacturing or product distribution operations,significant fines, suspension of marketing clearances and approvals, seizures or recalls of our device, operating
restrictions and criminal prosecutions, any of which would cause our business to suffer.
Federal, state and non-U.S. regulations regarding the manufacture and sale of medical devices are subject to future changes. The complexity, timeframes and costs associated with obtaining marketing clearances are unknown. Although we cannot predict the impact, if any, these changes might have on our business, the impact could be material.
We can provide no assurance that we will continue to remain in material compliance with the QMSR, which went into effect in February 2026, replacing the QSR. If the FDA or any applicable agencies inspect any of our facilities and discover compliance problems, we may have to cease manufacturing and product distribution until we can take the appropriate remedial steps to correct the audit findings. Taking corrective action may be expensive, time consuming and a distraction for management and if we experience a delay at our manufacturing facility, we may be unable to produce our products, which would harm our business.
**We may be subject to fines, penalties or injunctions if we are determined to be promoting the use of our products for unapproved or**
**off-label**
**uses.**
Any cleared or approved product may be promoted only for its indicated uses and our promotional materials must comply with FDA and other applicable laws and regulations. We believe that the specific use for which our products are marketed fall within the scope of the indications for use that have been cleared by the FDA. However, if the FDA determines that our promotional materials or training constitutes promotion of an unapproved use, it could request that we modify our promotional materials or subject us to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fine and criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our promotional or training materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, our reputation could be damaged and adoption of the products would be impaired.
**We may be subject to adverse medical device reporting obligations, voluntary corrective actions or agency enforcement actions.**
Under the FDAs medical device reporting or EU MDR regulations, we are required to report to the FDA any incident in which our product may have caused or contributed to a death or serious injury or in which our product malfunctioned and, if the malfunction were to recur, would likely cause or contribute to death or serious injury. For example, we have been informed of a limited number of events with respect to our EksoNRdevicethat have been determined to be reportable pursuant to the EU MDR regulations. In each case, the required EU MDR report was filed with the FDA.
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In addition, all manufacturers bringing medical devices to market in the European Economic Area are legally bound to report any incident that led or might have led to the death or serious deterioration in the state of health of a patient, user or other person, and which the manufacturers device is suspected to have caused, to the competent authority in whose jurisdiction the incident occurred. In such case, the manufacturer must file an initial report with the relevant competent authority, which would be followed by further evaluation or investigation of the incident and a final report indicating whether further action is required. The events described above that were reported to the FDA were also reported to the relevant EU regulatory authorities.
We are also required to follow detailed recordkeeping requirements for all Company-initiated medical device corrections and removals, and to report such corrective and removal actions to the FDA if they are carried out in response to a risk to health and have not otherwise been reported under the MDR regulations. The FDA and similar foreign governmental authorities also have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design, labeling or manufacture of a product or in the event that a product poses an unacceptable risk to health. Depending on the corrective action we take to redress a products deficiencies or defects, the FDA may require, or we may decide, that we will need to obtain new approvals or clearances for the device before we may market or distribute the corrected device. Seeking such approvals or clearances may delay our ability to replace the recalled devices in a timely manner. Moreover, if we do not adequately address problems associated with our devices, we may face additional regulatory enforcement action, including adverse publicity, FDA warning letters, product seizure, injunctions, administrative penalties, or civil or criminal fines. We may also be required to bear other costs or take other actions that may have a negative impact on our sales as well as face significant adverse publicity or regulatory consequences, which could harm our business, including our ability to market our products in the future.
Any adverse event involving our products could result in future voluntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection or enforcement action. Recalls of our products, or agency actions relating to our failure to comply with our reporting or recordkeeping obligations, could harm our reputation and financial results.
**Failure to comply with anti-kickback and fraud regulations could result in substantial penalties and changes in our business operations.**
Although we do not provide healthcare services, submit claims for third-party reimbursement, or receive payments directly from Medicare, Medicaid or other third-party payers for our products, we are subject to healthcare fraud and abuse regulation and enforcement by federal, state and foreign governments, which could significantly impact our business. These laws may constrain the business and financial arrangements and relationships through which we conduct our operations, including how we research, market, sell and distribute any product for which we have obtained regulatory approval, or for which we obtain regulatory approval in the future. The principal U.S. federal laws implicated include, but are not limited to, those that prohibit, among other things, (i) filing, or causing to be filed, false or improper claims for federal payment, known as the false claims laws, (ii) payment, solicitation or receipt of unlawful inducements, directly or indirectly, for the referral of business reimbursable under federally-funded health care programs, known as the anti-kickback laws, and (iii) health care service providers from seeking reimbursement for providing certain services to a patient who was referred by a physician who has certain types of direct or indirect financial relationships with the service provider, known as the Stark law. Many states have similar laws that apply to reimbursement by state Medicaid and other government funded programs as well as in some cases to all payers.
Efforts to ensure that our business arrangements will comply with applicable healthcare laws and regulations will involve substantial costs. We are subject to the risk that a person or government could allege we have engaged in fraud or other misconduct, even if none occurred. It is possible that governmental and enforcement authorities will conclude that our business practices do not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to us now or in the future, we may be subject to penalties, including civil and criminal penalties, damages, fines, disgorgement, exclusion from governmental health care programs, additional integrity oversight and reporting obligations, contractual damages, reputational harm and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results.
**Changes in law or regulation could make it more difficult and costly for us to manufacture, market and distribute our products or obtain or maintain regulatory approval of new or modified products.**
From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulatory approval, manufacture and marketing of regulated devices. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business and our products. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of future products. In addition, FDA regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and our products. Elections could result in significant changes in, and uncertainty with respect to, legislation, regulation and government policy that could significantly impact our business and the health care industry. It is impossible to predict whether legislative changes will be enacted or FDA regulations, guidance or interpretations changed, and what the impact of such changes, if any, may be.For example, recent changes in FDA leadership and policies under President Trump's administration, including potential reforms and shifts in regulatory focus, may adverselyimpact our business and compliance requirements.
Any change in the laws or regulations that govern the clearance and approval processes relating to our current and future products could make it more difficult and costly to obtain clearance or approval for new products, or to produce, market, and distribute existing products. Significant delays in receiving clearance or approval, or the failure to receive clearance or approval, for any new products would have an adverse effect on our ability to expand our business.
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**Healthcare changes in the United States and other countries, including recently enacted legislation reforming the U.S. healthcare system, could have a negative impact on our future operating results.**
In the United States and some foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the health care system in ways that could affect our ability to sell our products profitably. For example, in 2010, theACA was enacted into law. The legislation seeks to reform the United States healthcare system. It is far-reaching and is intended to expand access to health insurance coverage, improve quality and reduce costs over time. We expect the law will have a significant impact upon various aspects of our business operations. The ACA reduces Medicare and Medicaid payments to hospitals, clinical laboratories and pharmaceutical companies, and could otherwise reduce the volume of medical procedures. These factors, in turn, could result in reduced demand for our products and increased downward pricing pressure. It is also possible that the ACA will result in lower reimbursements.
Since its enactment, there have been numerous judicial, administrative, executive, and legislative challenges to certain aspects of the ACA, and we expect there will be additional challenges in the future.In June 2021, the U.S. Supreme Court held that Texas and other challengers had no legal standing to challenge the ACA, dismissing the case on procedural grounds without specifically ruling on the constitutionality of the ACA. Thus, the ACA will remain in effect in its current form. It is possible that the ACA will be subject to judicial or Congressional challenges in the future. It is unclear how any such challenges and healthcare measures promulgated by the new Trump administration will impact the ACA, our business, financial condition and results of operations.
However, it is possible that such initiatives could have an adverse effect on our ability to obtain approval and/or successfully commercialize products in the United States in the future. For example, any changes that reduce, or impede the ability to obtain, reimbursement for the type of products we intend to commercialize in the United States (or our products more specifically, if approved) could adversely affect our business plan to introduce our products in the United States.
Other legislative changes have been proposed and adopted in the United States since the ACA was enacted. For example, in August 2011, the Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2012 through 2021, was unable to reach required goals, thereby triggering the legislations automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers of up to 2% per fiscal year, which went into effect in April 2013 and will remain in effect through 2032 unless additional Congressional action is taken.
In June 2024, the U.S. Supreme Court overruled the Chevron doctrine, which gave deference to regulatory agencies' statutory interpretations in litigation against federal government agencies, such as the FDA where the law is ambiguous. This Supreme Court decision may invite more stakeholders to bring lawsuits against the FDA to challenge longstanding decisions and policies of the FDA and other federal agencies, which could undermine the FDA's or any other U.S. government agencys authority, lead to uncertainties in the industry, and disrupt the FDA's and other U.S. government agencies normal operations, any of which could impact our business or the medical device industry in general. Further, changes in the leadership of the FDA and other federal agencies under the currentadministration can result in changes in the agencies operations and policies, which may impact our product development plans.
Government payers, such as CMS as well as insurers, have increased their efforts to control the cost, utilization and delivery of healthcare services. From time to time, the United States Congress has considered and implemented changes in the CMS fee schedules in conjunction with budgetary legislation. Reductions of reimbursement by Medicare or Medicaid for our products or changes in coverage policies, such as adding requirements for payment, or prior authorizations, may be implemented from time to time. Reductions in the reimbursement rates and changes in payment policies of other third-party payers may occur as well. Changes in federal, state, local and third-party payer regulations or policies may have a material adverse impact on the demand for our products and on our business. Actions by agencies regulating insurance or changes in other laws, regulations, or policies may also have a material adverse effect on our business, financial condition and results of operations. Legislative or regulatory reforms may make it more difficult and costly for us to obtain regulatory authorizations for our planned or future products and to manufacture, market and distribute our products after authorization is obtained.
Additional changes may affect our business, including those governing enrollment in federal healthcare programs, reimbursement changes, fraud and abuse enforcement, and expansion of new programs, such as Medicare payment for performance initiatives.
These initiatives, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria andadditional downward pressure on the price that we receive for any approved product. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms could result in reduced demand for our product candidates or additional pricing pressures and may prevent us from being able to generate revenue, attain profitability, or commercialize our products.
Finally, future elections in the United States could result in significant changes in, and uncertainty with respect to, legislation, regulation, implementation of Medicare and/or Medicaid, and government policy that could significantly impact our business and the healthcare industry. The President and the executive branch of the federal government have a significant impact on the implementation of the provisions of the ACA, and the current or future administrations could make changes impacting the implementation and enforcement of the ACA, which could harm our business, operating results and financial condition. If we are slow or unable to adapt to any such changes, our business, operating results and financial condition could be adversely affected.
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**Failure to comply withHIPAA or the HITECH Actand implementing regulations could result in significant penalties.**
Numerous federal and state laws and regulations, including HIPAA and the HITECH Act, govern the collection, dissemination, security, use and confidentiality of patient-identifiable health information. HIPAA and the HITECH Act require us to comply with standards for the use and disclosure of such protected health information within our company and with third parties. The Privacy Standards and Security Standards under HIPAA establish a set of basic national privacy and security standards for the protection of individually identifiable health information by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services. Notably, whereas HIPAA previously directly regulated only these covered entities, the HITECH Act, which was signed into law in 2009, makes certain of HIPAAs privacy and security standards directly applicable to covered entities business associates. Both covered entities and business associates are subject to significant civil and criminal penalties for failure to comply with the Privacy Standards and Security Standards under HIPAA.
HIPAA requires healthcare providers like us to develop and maintain policies and procedures with respect to protected health information that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information from unauthorized disclosure. The HITECH Act expanded the notification requirement for breaches of patient-identifiable health information, restricts certain disclosures and sales of patient-identifiable health information and provides a tiered system for civil monetary penalties for HIPAA violations. The HITECH Act also increased the civil and criminal penalties that may be imposed against covered entities, business associates and possibly other persons and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorney fees and costs associated with pursuing federal civil actions. The 2013 final HITECH omnibus rule modified the breach reporting standard in a manner that made more data security incidents qualify as reportable breaches. Additionally, certain states have adopted comparable privacy and security laws and regulations, some of which may be more stringent than HIPAA.
If we are determined to be out of compliance with existing or new laws and regulations related to patient health information, we could be subject to criminal or civil sanctions. New health information standards, whether implemented pursuant to HIPAA, the HITECH Act, congressional action or otherwise, could have a significant effect on the manner in which we handle healthcare related data and communicate with payors, and the cost of complying with these standards could be significant.
Any liability from a failure to comply with the requirements of HIPAA or the HITECH Act could adversely affect our results of operations and financial condition. The costs of complying with privacy and security related legal and regulatory requirements are burdensome and could have a material adverse effect on our results of operations.
**Regulations requiring the use of****standard transactions****for healthcare services issued under HIPAA may negatively affect our profitability and cash flows.**
Pursuant to HIPAA, final regulations have been implemented to improve the efficiency and effectiveness of the healthcare system by facilitating the electronic exchange of information in certain financial and administrative transactions while protecting the privacy and security of the information exchanged.
The HIPAA transaction standards are complex, and subject to differences in interpretation by third-party payors. For instance, some third-party payors may interpret the standards to require us to provide certain types of information, including demographic information not usually provided to us by physicians. As a result of inconsistent application of transaction standards by third-party payors or our inability to obtain certain billing information not usually provided to us by physicians, we could face increased costs and complexity, a temporary disruption in accounts receivable and ongoing reductions in reimbursements and net revenue. Changes and updates to HIPAA transaction standards could prove technically difficult, time-consuming or expensive to implement, all of which could harm our business.
**We are subject to evolving laws, regulations, and other obligations related to privacy, data protection, and information security, and our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability or otherwise adversely affect our business, financial condition, and operating results.**
The regulatory frameworks for privacy, data protection, and information security issues worldwide are rapidly evolving and likely to remain uncertain for the foreseeable future. The U.S. federal and various state, local, and foreign government bodies and agencies have adopted or are considering adopting laws and regulations governing the collection, distribution, use, disclosure, storage, security, and other processing ofinformation relating to individuals.
For example, California adopted the California Consumer Privacy Act (the "CCPA"), which became effective in January 2020. The CCPA establisheda privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially severe statutory damages and private rights of action. Additionally, the California Privacy Rights Act (the "CPRA"), was approved by California voters in the November 2020 election and went into effect on January 1, 2023. The CPRA significantly modifies the CCPA, potentially resulting in further uncertainty. Other states have begun to propose and enactlawsrelating to privacy and information security matters, many of which are comprehensive privacy statutes similar to the CCPA. Further, other states have enacted laws that cover specific topics, such as the use and collection of biometric information or the collection, use, disclosure, and/or other processing of health-related information, some of which contain private rights of action. The U.S. federal government also is contemplating federal privacy legislation, and the U.S. Department of Justice has issued rules restricting certain bulk transfers of sensitive personal information.
The collection and use of health data and other personal data is governed in the EU by the General Data Protection Regulation (the "GDPR"), which imposes substantial obligations upon companies and rights for individuals, and by certain EU member state-level legislation. Failure to comply with the GDPR may result in fines up to the greater of 20,000,000 or 4% of the total worldwide annual turnover of the preceding financial year. The UK has implemented legislation similar to the GDPR, referred to as the UK GDPR, which provides for fines of up to the greater of 17.5 million or 4% of global turnover. Many other jurisdictions globally are considering or have enacted legislation providing for local storage of data or otherwise imposing privacy, data protection, and informationsecurity obligations in connection with the collection, use, and other processing of personal data. As a general matter, compliance with laws, regulations, contractual obligations, and other actual and asserted obligations, such as industry standards, and any rules or guidance from self-regulatory organizations, relating to privacy, data protection, and data security that apply, or are asserted to apply, to our operations can be rigorous and time-intensive, may result in substantial costs, and may necessitate changes to our policies and practices, which may compromise our growth strategy, adversely affect our ability to acquire customers, and otherwise adversely affect our business, results of operations, and financial condition.
With laws, regulations, and other obligations relating to privacy, data protection, and information security imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other obligations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices. We also may incur significant costs and expenses in an effort to do so. Additionally, if third parties we work with, such as contractors or service providers, violate applicable laws or regulations or our policies, such violations may also put our data at risk and could in turn have an adverse effect on our business. Any failure or perceived failure by us or our contractors or service providers to comply with our applicable policies or notices, our contractual or other obligations to third parties, or any of our other actual or asserted legal obligations relating to privacy,data protection, or information security, may result in governmental investigations or enforcement actions, litigation, claims, and other proceedings, harm our reputation, and could result in significant liability. Any such event may adversely affect our business, operating results, and financial condition.
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**We are subject to cybersecurity risks to our systems, infrastructure, and technology, and data processed by us or third-party vendors.**
Our business and operations involve the collection, storage, transmission, and other processing of personal data and certain other sensitive and proprietary data. Numerous organizations have disclosed breaches of their information security systems and other information security incidents, some of which have involved sophisticated and highly targeted attacks. We have been and may in the future be a target for cybersecurity attacks designed to disrupt our operations or to attempt to gain access to our systems, data processed or maintained in our business, trade secrets, or other proprietary information or financial resources. Many of our personnel work remotely all or part of the time, which increases certain security risks. In addition, certain attacks may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect, remediate and otherwise respond to. The risk of state-supported and geopolitical-related cybersecurity attacks is believed to be heightened in connection with the conflictsin Ukraine and the Middle East and any related political or economic responses and counter-responses.
We are at risk for interruptions, outages, and breaches of our operational systems, including business, financial, accounting, product development, data processing or production processes, as well as our security systems, in-product software and technology, and customer data. We use third parties to process some data on our behalf, and they face similar security risks. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched against a target, we and the third parties on which we rely may be unable to anticipate or prevent these attacks, react in a timely manner or implement adequate preventive measures, and we may face delays in our detection or remediation of, or other responses to, security breaches and other privacy-and security-related incidents. Such incidents could materially disrupt our systems, result in loss of intellectual property and misappropriation of trade secrets or other proprietary or competitively sensitive information, compromise the confidentiality, security, and integrity of our information, including employees personal information, and information of customers or others, jeopardize the security of our facilities, or affect the performance of our products. The loss, corruption, or unavailability of clinical trial data from completed or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the impacted data.
Although we have implemented and are in the process of implementing additional systems and processes that are designed to protect our data and systems within our control, prevent data loss, and prevent other security breaches andincidents, these measures cannot guarantee security. The systems and infrastructure used in our business may be vulnerable to cyberattacks or security breaches or incidents, and third parties may be able to access data, including personal data and other sensitive and proprietary data or other sensitive and proprietary data, or such data otherwise may be subject to unauthorized use, disclosure, unavailability, modification, or other processing. Employee error, malfeasance or other errors in the storage, use or transmission of any of these types of data could result in an actual or perceived privacy or security breach or other security incident.
Any security breach or security incident impacting our systems or infrastructure, or data we or third parties on which we rely maintain or otherwise process, or any outages or other disruptions to systems used in our business, could interrupt our operations and result in the loss of or improper access to, or acquisition or disclosure of, data or a loss of intellectual property protection. Any such breach or incident, or the perception it has occurred, also may harm our reputation and competitive position, harm our product development and regulatory approval efforts, reduce demand for our products, damage our relationships with customers, partners, collaborators or others, and result in claims, demands, litigation, regulatory investigations and proceedings and significant legal, regulatory and financial exposure. Any such event may adversely affect our business, operating results, and financial condition. We expect to incur significant costs in an effort to detect and prevent privacy and security breaches and other privacy- and security-related incidents, and may face increased costs and requirements to expend substantial resources in the event of an actual or perceived privacy or security breach or other incident.
While we maintain insurance that may cover certain liabilities in connection with certain disruptions, security breaches, and incidents, our insurance policies may not be adequate to compensate us for the potential losses arising from any disruption in or, failure or security breach or incident of or impacting our systems or third-party systems where information important to our operations or product development is stored or processed. In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all. Further, our insurance may not cover all claims made against us and could have high deductibles in any event, and defending a suit, regardless of its merit, could be costly and divert management attention.
**Product Liability Risks**
**Our products may become subject to voluntary or involuntary recall.**
The FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture or in the event that a product poses an unacceptable risk to health. In addition, manufacturers may, under their own initiative, recall a product if any material deficiency in a device is found. A government-mandated or voluntary recall by us could occur as a result of an unacceptable risk to health, component failures, manufacturing errors, design or labeling defects or other deficiencies and issues.
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When a medical human exoskeleton is used by a paralyzed individual to walk, the individual relies completely on the exoskeleton to hold them upright. There are many exoskeleton components that, if they were to fail catastrophically, could cause a fall resulting in severe injury or death of the patient. Certain of our competitors have reported injuries caused by the malfunction of human exoskeleton devices (in at least one case to the FDA). Injuries caused by the malfunction or misuse of human exoskeleton devices, even where such malfunction or misuse occurs with respect to one of our competitors products, could cause regulatory agencies to implement more conservative regulations on the medical human exoskeleton industry, which could significantly increase our operating costs.
Similarly, when an industrial exoskeleton is used by a healthy individual - for example to operate heavy machinery overhead - malfunction of the device at an inopportune moment could result in severe injury or death of the person using the device. Such occurrences could result in regulatory action on the part of OSHA or its foreign counterparts.
Any future recalls of any of our products could divert managerial and financial resources, impair our ability to manufacture our products in a cost-effective and timely manner, and have an adverse effect on our reputation, results of operations and financial condition. In some circumstances, such adverse events could also cause delays in new product approvals. We may also be required to bear other costs or take other actions that may have a negative impact on our future sales and our ability to generate profits.
In addition, personal injuries relating to the use of our products could also result in product liability claims being brought against us. Any product liability claim brought against us, with or without merit, could result in substantial damages, be costly and time-consuming to defend and could increase our insurance rates or prevent us from securing insurance coverage in the future.
**Our product liability insurance may not adequately cover potential claims or recalls.**
The testing, manufacture, marketing and sale of medical devices and industrial products entail the inherent risk of liability claims or product recalls. Although we maintain product liability insurance, the coverage is subject to deductibles and limitations, and may not be adequate to cover future claims. A successful product liability claim or product recall could inhibit or prevent the successful commercialization of our products, cause a significant financial burden on us, or both, which in either case could have a material adverse effect on our business and financial condition.
**Warranty claims and our accelerated maintenance program results in additional operating costs to us.**
Sales of our EksoNR, Ekso Indego Therapyand Ekso Indego Personal products generally include a one-year warranty for parts and services in the United States and a one- to three-year warranty in EMEA and APAC. We also generally provide customers with an option to purchase an extended warranty for up to an additional four years. The costs associated with such warranties, including any warranty-related legal proceedings, could have a material adverse effect on our results of operations, cash flows and liquidity. As we enhance our product and in an effort to build our brand and drive adoption, we have elected to incur increased service expenses related to an accelerated maintenance program, field corrections and the implementation of technological improvements developed subsequent to many of our units being placed into service, sometimes outside of its warranty and contractual obligations. Continuation of these activities could have a material adverse effect on our results of operations, cash flows and liquidity.
**Risks Related to Ownership of Common Stock**
**You willbe diluted from future issuances of our equity securities, including in strategic transactions or future financings, from compensatory equity awardsand exercises of outstanding warrants, and such issuances, or perception that such issuances may occur, could depress the market price of our common stock.**
Future operating or business decisions will cause dilution to our existing stockholders. For example, we will issue a substantial amount of equity securities or securities exercisable or convertible into equity securities in connection with strategic transactions or for financing purposes, including through one or more registered or unregistered offerings. Furthermore, a substantial majority of the outstanding shares of our common stock are freely tradable without restriction or further registration under the Securities Act so long as we are generally current on our reporting obligations under the Exchange Act, unless these shares are owned or purchased by affiliates as that term is defined in Rule 144 under the Securities Act. We will also make equity grants under one or more employee equity incentive plan or our employee stock purchase plan or issue common stock as matching contributions to our employees under our 401(k) Plan. You will also be subject to dilution from the conversion of shares of Series B Preferred Stock, the exercise or settlement of outstanding options or restricted stock units under the Restated 2014 Plan, and from the exercise of our warrants. In addition, sales or issuances of a substantial number of shares of our common stock, or other equity-related securities in the public markets, or the perception that such sales or issuances could occur, including in connection with a potential strategic transaction, could depress the market price of our common stock.
We may not achieve profitability in the near term or at all, and historically we have not been profitable. Management has historically financed the Companys operations through external financings, from both equity and debt financings, like our Private Placement, our registered offerings under our effective shelf registration statement, and entering into the B. Riley Promissory Note, for example. To the extent our cash on hand does not provide sufficient capital for us to achieve profitability, or we are unable to maintain profitability once initially achieved, we expect we will need to raise additional capital through future financings. To the extent we decide to conduct a financing in the future, the form of such financing may include one or more of the following: (i) registeredofferings of shares of our common stock, (ii) sales of shares of our common stock under an "at the market offering"program, (iii) issuing shares of our common stock upon the exercise of warrants at reduced exercise prices, (iv) incurring indebtedness with one or more financial institutions, (v) sale of product line or technology,(vi) the factoring of trade receivables, and (vii) one or more strategic transactions. Additional funding may not be available to us on acceptable terms, or at all, or we may be required to seek other more costly or time-consuming methods. Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies.
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**The ability of our Board of Directors to issue additional stock may prevent us from making more difficult transactions, including a sale or merger.**
Our Board of Directors is authorized to issue up to 10 million shares of preferred stock with powers, rights and preferences designated by it. Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control of us. The ability of the Board of Directors to issue such additional shares of preferred stock, with rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of us by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender offer or the temporary increase in market price that such an attempt could cause. Moreover, the issuance of such additional shares of preferred stock to persons friendly to the Board of Directors could make it more difficult to remove incumbent officers and directors from office even if such change were to be favorable to stockholders generally.
For example, as of January 22, 2026, we had 5,852 shares of Series B Preferred Stock outstanding, which are convertible into 711,922 shares of common stock. The Series B Preferred Stock ranks senior to our common stock. The Series B Preferred Stock has, and any future senior securities we may issue may have, priority upon liquidation. The shares of Series B Preferred Stock are convertible into shares of common stock, have no stated maturity, and will remain outstanding indefinitely unless converted into common stock. The Series B Preferred Stock will be convertible at the holders option into common stock at an initial conversion price of $8.22 per share, as adjusted for any stock dividends, splits, or other similar events. Holders of Series B Preferred Stock are prohibited from converting shares of Series B Preferred Stock into shares of common stock if, as a result of such conversion, such holder, together with its affiliates, would beneficially own in excess of 9.99% of the then-combined voting power of all of our voting securities outstanding immediately after giving effect to such conversion. Subject to limited exceptions, holders of Series B Preferred Stock may not transfer or execute any short sales involving the Series B Preferred Stock and shares of common stock issuable upon conversion of the Series B Preferred Stock until the earlier of (x) six (6) months following the closing of the Private Placement and (y) two trading days after we consummate a change of control.
In addition, for so long as any shares of Series B Preferred Stock are outstanding, the Company may not take any of the following actions without the affirmative vote of the holders of a majority of the then outstanding shares of the Series B Preferred Stock: (i) alter, waive or change adversely the powers, preferences or rights given to the Series B Preferred Stock or alter or amend the Certificate of Designation, (ii) authorize, create or issue any class of stock ranking as to dividends, redemption or distribution of assets upon a Liquidation (as defined in the Certificate of Designation) senior to, or otherwise pari passu with, the Series B Preferred Stock, (iii) increase or decrease the authorized number of shares of Series B Preferred Stock, or (iv) amend its articles of incorporation or bylaws or file any articles of amendment, certificate of designation, preferences, limitations and relative rights of any series of preferred stock in any manner that adversely affects any rights given to the Series B Preferred Stock regardless of whether any such action shall be by means of amendment to its articles of incorporation or by merger, consolidation or otherwise.
The purchasers of the shares of our Series B Preferred Stock also have certain contractual rights. For example, we are obliged to file a registration statement under the Securities Act by no later than June 1, 2026 registering the resale of the shares of common stock receivable upon conversion of the Series B Preferred Stock.
The rights of the Series B Preferred Stock, as well as the rights we may provide in issuing shares of preferred stock in the future, may adversely affect the voting power or value of our common stock.
**We have never paid and do not intend to pay cash dividends.**
Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of common stock. If we do not pay dividends, our common stock may be less valuable because a return on investment will only occur if our stock price appreciates
**The market price of our common stock has been, and may continue to be, highly volatile.**
During the period from our initial listing on Nasdaq on August 9, 2016 through December 31, 2025, the closing price of our common stock fluctuated from a high of $1,397.25 per share to a low of $2.82per share (on a split-adjusted basis), and our stock price continues to fluctuate. The market price of our common stock may continue to fluctuate significantly in response to numerous factors, some of which are beyond our control, such as our ability to grow our revenue and customer base; the announcement of new products or product enhancements by us or our competitors; developments concerning regulatory oversight and approvals; variations in our and our competitors results of operations; changes in earnings estimates or recommendations by securities analysts, if our common stock is covered by analysts; successes or challenges in our collaborative arrangements or alternative funding sources; developments in the rehabilitation and industrial robotics markets; the results of product liability or intellectual property lawsuits; future issuances of common stock or other securities; the addition or departure of key personnel; announcements by us or our competitors of acquisitions or divestments, investments or strategic alliances; and general market conditions and other factors, including factors unrelated to our operating performance or otherwise disclosed herein.
**Trading of our common stock is limited, which may affect our stock price.**
Trading of our common stock is currently conducted on Nasdaq. The liquidity of our common stock is limited, not only in terms of the number of shares that can be bought and sold at a given price, but also as it may be adversely affected by delays in the timing of transactions and low coverage by research analysts and the media, if at all. These factors may result in different prices for our common stock than might otherwise be obtained in a more liquid market and could also result in a larger spread between the bid and asked prices for our common stock. In addition, without a large public float, our common stock is less liquid than the stock of companies with broader public ownership, and, as a result, the trading prices of our common stock may be more volatile. In the absence of an active public trading market, an investor may be unable to liquidate his or her investment in our common stock. Trading of a relatively small volume of our common stock may have a greater impact on the trading price of our stock than would be the case if our public float were larger. Additionally, sales by stockholders of substantial amounts of our shares of common stock, the issuance of new shares of common stock by us or the perception that these sales may occur in the future could materially and adversely affect the market price of our common stock, and you may lose all or a portion of your investment in our common stock.
If we do notcontinue to satisfy the Nasdaq continued listing requirements, our common stock could be delisted fromNasdaq.
The listing of our common stock on the Nasdaq Capital Marketis contingent on our compliance with Nasdaqs conditions for continued listing, including a rule requiring our common stock to maintain a minimum closing bid price of $1.00 per share. On December 12, 2024, we received a written notice (the Notice) from the Nasdaq Listing Qualifications staff of The Nasdaq Stock Market LLC (Nasdaq) informing us that because theminimum bid price of our common stock listed on the Nasdaq was below $1.00 over the previous 30 consecutive business days, we did not meet the minimum bid price requirement for continued listing on the Nasdaq under Nasdaq Listing Rule 5550(a)(2) (the Minimum Bid Price Requirement). Before the opening of the stock market on June 2, 2025, we effected a 1-for-15 reverse split of our common stock (the "Reverse Stock Split"). As a result, allcommon stock share amounts included in this filing have been retroactively reduced by a factor of fifteen, rounded up to the nearest whole share, and all common stock pershare amounts have been increased by a factor of fifteen, with the exception of our common stock par value and our authorized shares. Amountsaffected include common stock outstanding, restricted stock units, common stock underlying stock options, and warrants.The Reverse Stock Split was effected in order to raise the per share trading price of ourcommon stock above $1.00 and regain compliance with the Minimum Bid Price Requirement. On June 13, 2025, we regained compliance with theMinimum Bid Price Requirement.
In the event our common stock is no longer listed for trading on Nasdaq, our trading volume and share price may decrease and we may experience further difficulties in raising capital which could materially affect our operations and financial results. Further, delisting fromNasdaq could also have other negative effects, including potential loss of confidence by partners, lenders, suppliers and employees and could also trigger various defaults under our financing arrangements and other outstanding agreements. Finally, delisting could make it harder for us to raise capital and sell securities. You will experience future dilution as a result of future equity offerings, including in strategic transactions or future financings. For example, in order to raise additional capital, we will
issue a substantial amount of equity securities or securities exercisable or convertible into equity securities in connection with strategic transactions or for financing purposes, including through one or more registered or unregistered offerings.
We are a smaller reporting company and the reduced reporting requirements applicable to such companies may make our common stock less attractive to investors.
We are a smaller reporting company as defined in Item 10(f)(1) of Regulation S-K, which allows us to take advantage of certain exemptions from various disclosure requirements available specifically to smaller reporting companies. For example, we may continue to use reduced executive compensation disclosure obligations, and, provided we are also a non-accelerated filer, we will not be obligated to follow the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We cannot predict or otherwise determine if investors will find our securities less attractive as a result of our reliance on exemptions as a smaller reporting company and/or non-accelerated filer. If some investors find our securities less attractive as a result, there may be a less active trading market for our common stock and the price of our common stock may be more volatile.
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**Item1B. UNRESOLVED STAFF COMMENTS**
None.
**Item 1C. CYBERSECURITY**
*Risk Management and Strategy*
We performa formal risk assessment each year. As part of the Company's risk assessment, we considerthe potential for cybersecurity threats, including but *not* limited to interruptions, outages and breaches to its operational and financial systems. Wehavepolicies, processes, internal controls and tools to assess, identify, and manage material risks from potential cybersecurity threats. Weutilizea combination of cybersecurity awareness training, manual processes, specialized software and automated tools, and third-party assessments to build ourcybersecurity program. We engagethird-party service providers, with significant information technology and cybersecurity experience, to assist with designing, implementing and managing ourinformation technology infrastructure and cybersecurity program. We are also currently developing a cybersecurity incident response plan that establishes a formal framework for responding to cybersecurity incidents, including defining what constitutes a reportable cybersecurity incident; establishing specific escalation and communication channels; identifying parties responsible for managing and responding to each incident; and other preparedness and response activities.
*Governance*
The Audit Committee of ourBoard of Directors (the "Audit Committee")provides oversight over our internal control program, including the adequacy and effectiveness of ourinformation technology infrastructure and cybersecurity program. Each quarter, management provides updates to the Audit Committee regarding its internal control program, including any significant changes to its information technology infrastructure or cybersecurity program. Management also reports any material risks from cybersecurity threats to the Audit Committee. Management periodically provides the Audit Committee with updates on cybersecurity risks and/or trends.
Our management team, specifically the chief executive officer and the chief financial officer, are responsible for the day-to-day administration of our business operations, including our risk management of cybersecurity risks. Management is responsible for the design and implementation of policies, processes and internal controls to manage our cybersecurity risks. Ourmanagement team regularly meets with their information technology resources, including its *third*-party service providers, to ensure that we are appropriately positioned to manage ourcybersecurity risks. Ourmanagement team also sponsors periodic cybersecurity awareness training for employees.
As of the date of this Annual Report on Form *10*-K, we arenot aware of any cybersecurity threats that have materially affected or are reasonably likely to materially affect us, including ourbusiness strategy, results of operations or financial condition. For further discussion of the cybersecurity risks, see "Part IItem *1A.* Risk Factors," specifically the risks titled "*We are subject to cybersecurity risks to our systems, infrastructure, and technology, and data processed by us or third-party vendors.* *No* matter how well designed or implemented our internal controls are, we will *not* be able to anticipate all cybersecurity threats, and we *may**not* be able to implement effective preventive or detective measures against cybersecurity threats. While we maintain insurance that *may*cover certain liabilities in connection with certain disruptions, security breaches, and incidents, there can be *no* guarantee that our insurance coverage will be adequate to compensate us for the potential losses.
**Item2. PROPERTIES**
Our principal executive office is currently located at 101 Glacier Point, Suite A, San Rafael, California, 94901, where we lease approximately 17,000 square feet.We currently lease an office in Brecksville, Ohio to support theservice of the Ekso Indego Therapy and Ekso Indego Personal product lines. Outside of the United States, we lease approximately 3,000 square feet of office space at Friesenweg 20, 22763 Hamburg, Germany for our European headquarters.
We do not own any real property.
**Item3. LEGAL PROCEEDINGS**
From time to time, we are subject to legal proceedings and claims arising in the ordinary course of business. Based on our current knowledge, we believe that the amount or range of reasonably possible losses will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, or financial condition.
The results of any litigation cannot be predicted with certainty, and an unfavorable resolution in any legal proceedings could materially affect our future business, results of operations, or financial condition. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. For additional information, please refer to Note 15*. Commitments and Contingencies*in our notes to the consolidated financial statements.
**Item4. MINE SAFETY DISCLOSURES**
Not applicable.
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**PART II**
**Item5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES**
**Market Information and Dividend Policy**
Our common stock has been traded on the Nasdaq Capital Market under the symbol EKSO since August 9, 2016. Prior to August 9, 2016, our common stock was eligible for quotation and traded on the OTC Market. The quotation of our common stock on the OTC market began on or about January 16, 2014. The closing price of EKSO stock as ofFebruary 20, 2026 was $11.18.
As of February 20, 2026, we had approximately 173stockholders of record of our common stock. This number does not include stockholders whose shares are held in investment accounts by other entities.We believe that the actual number of stockholders is greater than the number of holders of record.
We have never declared or paid cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, restrictions imposed by financing arrangements, if any, legal and regulatory restrictions on the payment of dividends, current and anticipated cash needs and other factors the board of directors deems relevant.
**Securities Authorized for Issuance Under Equity Compensation Plans**
See Item12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters of this Annual Report on Form 10-K for information regarding securities authorized for issuance under equity compensation plans.
**Unregistered Sales of Equity Securities**
None.
**Issuer Purchases of Equity Securities**
None.
**Item 6. RESERVED**
**Item7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**
You should read the following discussion and analysis of our financial condition and results of operations together with the consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion and other parts of this Annual Report on Form 10-K contain forward-looking statementsthat involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions, which are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Our actual results could differ materially from those discussed in or implied by these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section of this Annual Report on Form 10-K titled Risk Factors. For a discussion related to the results of operations for 2024compared to 2023, refer to Managements Discussion and Analysis of Financial Condition and Results of Operations in our 2024Annual Report on Form 10-K filed with the SEC on March 3, 2025.
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**Overview**
Our Business
We design, develop, and market exoskeletonand complementary products that augment human strength, endurance, and mobility. The primary end market for ourexoskeleton technology is healthcare, where our technology primarily serves peoplewith physical disabilities or impairmentsin both physical rehabilitation and mobility.The majority of our sales are generated fromour Enterprise Health products, which includethe sales of products and services related to neurorehabilitation in clinical settings. We also provide products and servicesfrom our Personal Health marketto individual users.
In addition to our current products and services, we continue to explore business development initiatives to fuel growth and long-term value in our existing markets.
Enterprise Health Market
Our sales priority for Enterprise Health customers involves the education of clinical and executive stakeholders on the economic and clinical value of our robotic exoskeleton portfolio, including the EksoNR and the Ekso Indego Therapy devices. In tandem, we continue to leverage our EksoNR and Ekso Indego customer base to educate and mentor strategic target centers that specialize in stroke, traumatic brain injury ("TBI"), multiple sclerosis ("MS"),and spinal cord injury ("SCI") rehabilitation and treatment in specific geographies.
Within our Enterprise Health market we also sell our EVO product to commercial and industrial companies that are focused on solving ergonomic challenges for their workers. These challenges range from injury prevention, fatigue reduction, and/or improved worker productivity. Sales of EVO are focused on applications that involve repetitive work at shoulder height and above. While EVO is a general-purpose product, we currently target specific vertical markets, including aerospace, automotive, general manufacturing, and certain construction trades.
Starting in late 2025, we beganmarketing the MediTouch BalanceTutor to our Enterprise Health customers under an exclusive distribution agreement with MediTouch. The BalanceTutor rehabilitation system includes a patented multidirectional perturbation treadmill and multiple force and movement sensors thatallow patients impacted by impaired balance to react to unanticipated disturbances while standing or walking. We believe that the BalanceTutor offers treatment options that are complementary to our rehabilitation exoskeletons and that the two can be used in combination for many patients. We expect to begin the sales and distributionof the BalanceTutor in early 2026.
Personal Health Market
Within the Personal Health market, we serve individual users with the Ekso Indego Personal, which is intended to provide overground ambulation in community and home settings. The primary use case for Ekso Indego Personal is for users with SCI. For this user population, confinement to a wheelchair can cause severe physical and psychological deterioration. As a result, the secondary medical consequences of paralysis can include difficulty with bowel and urinary tract function, osteoporosis, loss of lean mass, gain in fat mass, insulin resistance, diabetes, and heart disease. The cost of treating these conditions is substantial.
On April 11, 2024, CMS approved a payment level of approximately $91,000 for Medicare reimbursement of the Ekso Indego Personal, which took effect on April 1, 2024. CMS reimbursement creates the possibility that we will see increased demand for this device as we are able to more economically serve the larger U.S. patient population suffering from SCI. Specifically, as of December 31, 2025, according to the National Spinal Cord Injury Statistical Center ("NSCISC") in their 2025 SCI Data Sheet, approximately, an estimated 309,000 individuals are currently living with SCI and another 18,000 suffer from new SCI injuries each year. According to the NSCISC in their SCI Model Systems 2024 Annual Statistical Report, approximately 57% of individuals with SCI are enrolled in Medicare or Medicaid within fiveyears post-injury.
With Medicare reimbursement approved, we began selling products to individuals in this market through Durable Medical Equipment suppliers ("DMEs"). DMEs typically resell products from DME manufacturers, like us, to individual users. DMEs are responsible for the Medicare reimbursement process, which requires a physicians prescription and evidence of medical necessity to be submitted to and approved by Medicare before reimbursement is provided.
Throughout 2025, wecontinued to make progress on developing the go-to-market program for our Personal Health products. Users of this technology are individuals living with an SCIwho will either self-pay, or work through the currently established reimbursement programs involving workers compensation, VA, or Medicare. As in previous years, VA and workers compensation claims are well defined but traditionally are lower volumes.For Medicare, we havecontinued to develop our channel partner program consisting of O&Pand DME partners, and through the year ended December 31, 2025, our partners saw an increased number of Medicare claims submitted and reimbursed. To date, most reimbursements have involved an appeals process, but for newer claims, reimbursements areoccurring much earlier than was the case for initial claims submitted in the previous year. As this category of product is relatively new within CMS, we have taken a measured approach with respect to the volume and timing of CMS reimbursement submissions, focusing on continued refinement and improvement of our candidate screening and submission documentation. The improvements in this process haveresulted in an increase in our partners' CMS reimbursement submissions. In support
of this effort, to date we have signed agreements with National Seating & Mobility for selling exclusivity into the Complex Rehabilitation Technology segment, with Bionic Prosthetics & Orthotics Group, a respected O&P provider serving 14 states, and recently with Ottobock Patient Care, a national provider of O&P services, and we continue to develop partnerships and pilots with other regional and national O&P suppliers that we believe will bear fruit in2026and beyond. In addition to this work, we have ramped up our direct marketing efforts and continue to develop and grow a sales backlog for the Ekso Indego Personal device. As of December31, 2025, we had over 50 people who we believe qualify for potential reimbursement. We anticipate that many of these individuals will have their claims submitted to CMS by our partners over the next 12 months, though we expect our processes and procedures to continue to be refined as we continue to scalethis sales channel over time. Given this ramp, we expect the majority of our revenue in 2026 will continue to come from Enterprise Health sales, but with Personal Health product sales contributing more quarter over quarter.
Another key part of our growth strategy is seeking insurance coverage beyond CMS and seeking additional indications of use for our products. We believe that sales of our Personal Health products have the potential to be a significant growth driver for us as we work to gain coverage by other insurance providers, expand the products' indications of use beyond SCI and optimize our reimbursement submission processes.
Nomadis currently for sale in limited volumes in the Personal Health market for use in a non-Company-sponsored single clinical study. Subject to clinical and patient feedback from clinical trials, we expectto begin the general commercialization process for Nomad in late 2026.
**Recent Developments**
On January 22, 2026, we issued and sold (i) an aggregate of 5,852 shares of Series B Preferred Stock convertible into an aggregate of 711,922 shares of common stock issuable upon conversion of the Series B Preferred Stock at an initial conversion price of $8.22 per share and (ii) warrants (the 2026 Warrants), which are exercisable to purchase up to an aggregate of 355,960 shares of our common stock at an exercise price of $8.22 per share of common stock (the Private Placement). The net proceeds of the Private Placement are expected to be approximately $5.3 million, after deducting placement agent fees and expenses and other estimated offering expenses payable by us. We intend to use the net proceeds from the Private Placement for working capital and general corporate purposes.
**Business Combination**
On February 15, 2026, we entered into a Contribution and Exchange Agreement (the Contribution Agreement) with APLD Intermediate HoldCo LLC, a Delaware limited liability company (APLD Intermediate), APLD ChronoScale HoldCo LLC, a Delaware limited liability company and a wholly owned subsidiary of APLD Intermediate (Contributor), each a wholly owned direct or indirect subsidiary of Applied Digital Corporation, a Nevada corporation, and Applied Digital Cloud Corporation, a Nevada corporation, which at the time of the Closing (as defined below), will be a wholly owned subsidiary of Contributor (Cloud), for purposes of consummating a business combination (the Business Combination), as a result of which (i) Cloud will become our wholly owned subsidiary, (ii) we will, immediately after the consummation of the Business Combination (the Closing), continue as the parent of the combined company, and (iii) we will change our name to ChronoScale Corporation.
Subject to the satisfaction or waiver of the conditions set forth in the Contribution Agreement, Contributor will contribute all of its right, title and interest in and to 1,200 shares of the common stock of Cloud, constituting 100% of the issued and outstanding equity of Cloud, to us in exchange for 138,216,820 newly issued shares of our common stock (the Exchanged Shares). As a result of and upon the consummation of the Business Combination, Contributor is expected to own approximately 97% of the combined companys outstanding equity before giving effect to the other transactions contemplated by the Contribution Agreement.
The Contribution Agreement provides that the Closing is subject to certain conditions, including, among other things: (i) stockholder approval of the Business Combination as set forth in the Contribution Agreement and related proposals; (ii) an Information Statement or a Proxy Statement must be cleared by the SEC and sent to our stockholders in accordance with Regulation 14A under the Securities and Exchange Act of 1934, as amended, and in the case of the Information Statement, such mailing must be at least twenty (20) calendar days prior to Closing; (iii) no order or law shall have been entered, adopted, enacted, issued, promulgated or enforced, in each case, by a governmental entity that prevents, enjoins, prohibits, restrains or makes illegal the consummation of the Business Combination or the other transactions contemplated by the Contribution Agreement; (iv) all requisite approvals or waivers as required by the terms of the Contribution Agreement shall have been obtained; (v) we shall have cash and cash equivalents equal to at least $15,000,000; and (vi) our Second Amended and Restated Articles of Incorporation (the Second Restated Articles) shall have been duly adopted by all necessary corporate action on our part, filed with the Secretary of State of the State of Nevada, and shall be in full force and effect as of immediately prior to the Closing.
The obligation of each party to consummate the Business Combination is also conditioned upon (i) performance and compliance by the other party in all material respects with its pre-Closing obligations and covenants under the Contribution Agreement; (ii) the accuracy of the representations and warranties of the other party as of the Closing (subject to customary materiality qualifiers); (iii) in both Clouds and our case, the absence of a continuing material adverse effect with respect to the other party; (iv) in Clouds case, that (a) a private placement transaction for gross proceeds of an amount to be determined by APLD Intermediate and on terms acceptable to APLD Intermediate, shall have been consummated concurrently with the Closing (the securities to be issued in such private placement transaction, the PIPE Securities), (b) certain third-party consents as required by the terms of the Contribution Agreement shall have been obtained, (c) the Nasdaq listing application shall have been submitted and approved, (d) the Investor Rights Agreement (the Investor Rights Agreement) between us and Contributor shall be in full force and effect at Closing, and (e) certain tail insurance policies as described in the Contribution Agreement have been bound, paid for and in effect. See Part IItem 1A. Risk Factors, specifically the risks under the headingRisks Related to the Proposed Business Combination, for more information.
We are continuing to explore one or more strategic transactions with certain third parties with respect to our medical device business. There can be no assurances that any such transaction will occur, and we expect to continue executing on our growth strategy during this process. We have not set a timetable for the strategic review process, and we do not intend to provide updates until we determine that disclosure is appropriate or required.
**Economic and Industry Trends**
Our revenue is highly dependent on market demand for our exoskeleton products. This market demand is influenced by many factors including the level of awareness of robotic exoskeleton rehabilitation among the rehabilitation clinics with significant stroke, ABI, and SCI populations, the levels of reimbursements our customerswill be able to receive, the level of reimbursement we will able to receive from Medicare on claims related to our Ekso Indego Personal, as well as conditions relating to overall economic growth and general business activity. Difficult and challenging economic conditions, including an increasingly inflationary environment and federal funding and policy changes, haveled to increased price-based competition. In particular, the effects of such increasing price-based competition have hadan especially significant impact on certain products that we offer, including the EksoNR and Ekso Indego Therapy in the United States, which have a lengthy sale and purchase order cycle because they are major capital expenditure items and generally require the approval of senior management at purchasing institutions. The timing of executing sales contracts with large hospital networks can be unpredictable, which has and may continue to impact the timing and amounts of device sales. Furthermore, we do business in the Americas, EMEA and APAC, which results in our business being impacted by changesin the strength of the local currencies relative to the U.S. Dollar.
See Part IItem 1A. Risk Factors, specifically the risk titled Coverage policies and reimbursement levels of third-party payers, including Medicare or Medicaid, may impact sales of our products, for more information.
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**Results of Operations**
**Consolidated Results of Operations: December 31, 2025 compared to the year ended December 31, 2024 (dollars in thousands):**
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Years ended December 31, |
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2025 |
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2024 |
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Change |
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% Change |
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Revenue |
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$ |
12,799 |
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$ |
17,925 |
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$ |
(5,126 |
) |
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(29 |
)% |
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Cost of revenue |
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5,954 |
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8,414 |
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|
(2,460 |
) |
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(29 |
)% |
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Gross profit |
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|
6,845 |
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|
9,511 |
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|
(2,666 |
) |
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|
(28 |
)% |
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Gross profit % |
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|
53 |
% |
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53 |
% |
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|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales and marketing |
|
|
7,154 |
|
|
|
7,308 |
|
|
|
(154 |
) |
|
|
(2 |
)% |
|
|
Research and development |
|
|
3,031 |
|
|
|
3,874 |
|
|
|
(843 |
) |
|
|
(22 |
)% |
|
|
General and administrative |
|
|
9,986 |
|
|
|
8,789 |
|
|
|
1,197 |
|
|
|
14 |
% |
|
|
Total operating expenses |
|
|
20,171 |
|
|
|
19,971 |
|
|
|
200 |
|
|
|
1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
|
(13,326 |
) |
|
|
(10,460 |
) |
|
|
(2,866 |
) |
|
|
27 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense), net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
(309 |
) |
|
|
(269 |
) |
|
|
(40 |
) |
|
|
15 |
% |
|
|
Gain on revaluation of warrant liabilities |
|
|
1 |
|
|
|
474 |
|
|
|
(473 |
) |
|
|
(100 |
)% |
|
|
Loss on modification of warrant |
|
|
|
|
|
|
(109 |
) |
|
|
109 |
|
|
|
(100 |
)% |
|
|
Unrealized gain (loss) on foreign exchange |
|
|
1,965 |
|
|
|
(965 |
) |
|
|
2,930 |
|
|
|
(304 |
)% |
|
|
Other expense, net |
|
|
(26 |
) |
|
|
(1 |
) |
|
|
(25 |
) |
|
|
* |
|
|
|
Total other income (expense), net |
|
|
1,631 |
|
|
|
(870 |
) |
|
|
2,501 |
|
|
|
(287 |
)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(11,695 |
) |
|
$ |
(11,330 |
) |
|
$ |
(365 |
) |
|
|
3 |
% |
|
(*) Not meaningful
**Revenue**
Revenue decreased$5.1 million, or 29%, for the year ended December 31, 2025, compared to the same period of 2024. The decrease in revenue was primarily driven by a decrease in the volume of Enterprise Health device sales in the EMEA region, partially offset by an increase in the volume ofPersonal Health device sales in the Americas region.
**Gross Profit and Gross Margin**
Gross profit decreased $2.7 million, or 28%, for the year ended December 31, 2025, compared to the same period of2024, driven by a decrease in revenueassociated with our Enterprise Health devices, partially offset by an increase in revenues associated with our Personal Health device and reduction inservice costs.
Gross margin remained flat at approximately 53%for the year ended December 31, 2025, compared to a consistentgross margin of 53%for the same period in 2024
30
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**Operating Expenses**
Sales and marketing expenses decreased $0.2 million, or 2%, for the year ended December 31, 2025, compared to the same period of 2024. The decrease was primarily due to lowerheadcount,lower payroll expense related to discretionary payrolland from the receipt of the employee retention credits ("ERC"), partially offset by a loss on impairment of our indefinite-livedtrade name intangible asset and severance expense.
Research and development expenses decreased $0.8 million, or 22%, for the year ended December 31, 2025, compared to the same period of 2024, primarily due to lower headcount, lower payroll expense from the receipt of the ERCand lower payroll expense related to discretionary payroll, partially offset by severance expense.
General and administrative expenses increased $1.2 million, or 14%, for the year ended December 31, 2025, compared to the same period of 2024, primarily due to higher legal and audit costs,higherpayroll expense related to discretionary payroll and due to a loss on impairment of afinite-livedintangible asset, partially offset bythe receipt of the ERC.
**Total Other Income (Expense), Net**
Interest expense, net increased15%for theyear ended December 31, 2025, compared to the same period of 2024. This increase is primarily related tointerest expense related to the B. Riley Promissory Noteandlower interest income from cash deposits, partially offset by lower interest expense related to the Parker Hannifin Promissory Noteand interest income related to receiving late ERC payments.
Loss on modification of warrantof $0.1 million for the year ended December 31, 2024was due to the reduction of the exercise price of the May 2019 Warrants, in connection with the January 2024 Offering. There was no comparable amount for the yearended December 31, 2025.
Gain on revaluation of warrant liabilities was de minimis for the yearended December 31, 2025as compared to againon revaluation of warrant liabilities of $0.4 millionfor the yearendedDecember 31, 2024, and wasassociated with the revaluation of warrants issued in 2019, 2020, and 2021.Gains and losses on revaluation of warrants are primarily driven by changes in our stock price, stock price volatility, time to maturity, and the risk-free interest rate.
Unrealized gainon foreign exchange was $2.0 millionfor theyear ended December 31, 2025, compared to unrealized losson foreign exchange of $1.0 millionfor the same period of2024, primarilydue to foreign currency exchange rate fluctuations producing unrealized gains and losses on our inter-company monetary assets and liabilities.
**Liquidity and Capital Resources**
As ofDecember 31, 2025,$1.2 million of cashwas held domestically andby our foreign subsidiaries.Cashconsisted of bank deposits with third-party financial institutions, none of which was restricted.
As ofDecember 31, 2025, we had working capital of$5.4 million, compared to working capital of$11.3 million as ofDecember 31, 2024.The decrease in working capital wasprimarily due to a lower cash balanceand a higher convertible promissory note balance, partially offset by a higher inventory balance,ahigher prepaid expenses and other current assets balance, a loweraccrued liabilities balance, and a lower deferred revenues, current balance.
We have funded our operations primarily through the issuance and sale of equity securities and bank debt.
On January 22, 2026, weissued and sold(i) an aggregate of 5,852shares ofSeries B Preferred Stock convertible into an aggregate of 711,922sharesof common stock issuable upon conversion of the Series B Preferred Stockat an initial conversion price of $8.22 per share and (ii) the 2026 Warrants, which are exercisableto purchase up to an aggregate of 355,960shares of our common stock at an exercise price of $8.22 per share of common stock. The net proceeds of the Private Placement are expected to be approximately $5.3 million, after deducting placement agent fees and expenses and other estimated offering expenses payable by us. We intend to use the net proceeds from the Private Placement for working capital and general corporate purposes.
On October 30, 2025, weissued and sold an aggregate of 769,490shares of our common stockin a registered direct offering (the October 2025 Offering) at an offering price of $4.81 per share. Wereceived net proceeds of approximately $3.2 millionin the October 2025Offering,after deducting the placement agent fees and offering expenses paid by us. We usedthe net proceeds from the October 2025 Offering for general corporate purposes, which included research and development activities, selling, general and administrative costs, pursuing strategic initiatives, and meeting ourotherworking capital needs. On October 30, 2025, in connection with the October 2025 Offering, we issued to Lake Street Capital Markets, LLC,a warrant (the October 2025 Placement Agent Warrant) to purchase up to 15,389shares of our common stock, at an exercise price equal to $4.81 per share.
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In October 2020, we entered into an At The Market Offering Agreement (the ATM Agreement) with H.C. Wainwright & Co., LLC (the Agent), under which we may issue and sell shares of ourcommon stock, from time to time, to or through the Agent. Offers and sales of shares of common stock by us through the Agent may be made by any method deemed to be an at the market offering as defined under SEC Rule 415 or in privately negotiated transactions, subject to certain conditions. Such shares may be offered pursuant to the registration statement on Form S-3 (File No. 333-272607) (the Registration Statement), which was declared effective by the SEC on June 20, 2023, and a related prospectus supplement filed with the SEC on July 28, 2023(the ATM Prospectus). Pursuant to the Registration Statement and the ATM Prospectus, shares having an aggregate offering price of up to $5.0 millionmay be offered and sold, subject to certain SEC rules limiting the number of shares of our common stock that we may sell under the Registration Statement.During the year ended December 31, 2025, we sold 238,154shares of common stockunder the ATM Agreement at an average price of $4.34, for aggregate proceeds of $0.9million, net of commission and issuance costs. On October 28, 2025, we terminated the ATM Prospectus. As a result, we expenseddeferred issuance costs of $125thousand related to the ATM Agreement during the year ended December 31, 2025.
**Cash and Restricted Cash**
The following table summarizes the sources and uses of cash for the periods stated (in thousands):
|
|
|
Years ended December 31, |
|
|
|
|
|
2025 |
|
|
2024 |
|
|
|
Cash and restricted cash, beginning of year |
|
$ |
6,493 |
|
|
$ |
8,638 |
|
|
|
Net cash used in operating activities |
|
|
(11,801 |
) |
|
|
(9,846 |
) |
|
|
Net cash used in investing activities |
|
|
(188 |
) |
|
|
(37 |
) |
|
|
Net cash provided by financing activities |
|
|
6,629 |
|
|
|
7,769 |
|
|
|
Effect of exchange rate changes on cash |
|
|
36 |
|
|
|
(31 |
) |
|
|
Cash and restricted cash, end of year |
|
$ |
1,169 |
|
|
$ |
6,493 |
|
|
*Net Cash Used in Operating Activities*
Net cash used in operating activities increased by$2.0 million for theyear ended December 31, 2025, compared to the same period of2024,primarily due to lowerrevenues,partially offset bycost savings in supply chain, manufacturing, and service, efficiencies in operating activities including headcount reductions, and the receipt of the ERC.
*Net Cash Used in Investing Activities*
Net cash used in investing activitiesincreased by$0.2 million for the year ended December 31, 2025, compared to the same period of2024, primarily due to the purchase ofmanufacturing equipment.
*Net Cash Provided by Financing Activities*
Net cash provided by financing activities of$6.6 million for the year ended December 31, 2025was related to net proceeds of $3.2 million from the October 2025 Offering, after deducting the transaction expenses,net proceeds of $1.9million from the B. Riley Promissory Note, after deducting the transaction expenses, net proceeds of $3.9 million from the March 2025 Inducement Warrant, after deducting the transaction expenses, and $0.9 million from sales of our common stock under our ATM Agreement, net of commission and issuance costs, which were partially offset by $2.0 million of the payoff of our BoC Loan Agreement and $1.3million of principal payments towards the Parker Hannifin Promissory Note.
Net cash provided by financing activities of $7.8million for the year ended December 31, 2024, was related to net proceeds of approximately $5.0 million from the September 2024 Offering after deducting the underwriting discount and commissions and offering expenses paid by us, net proceeds of approximately $3.9 million from the January 2024 Offering after deducting placement agent fees and offering expenses, proceeds of approximately $0.1 million from shares of common stock sold under the ATM Agreement, partially offset by approximately $1.3 million of principal payments towards the Parker Hannifin Promissory Note.
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[Table of Contents](#toc)
**Material Cash Requirements and Going Concern**
Our material cash requirements include the following items, some of which are represented in the table of Contractual Obligations and Commitments: (1) employee wages, benefits and incentives, (2) the procurement of raw materials and components to support the manufacturing and sale of ourproducts, (3) expenditures for the ongoing improvement and development of existing and new technologies, (4) debt repayments (for additional information see Note 9. *Notes Payable, net* in the notes to ourconsolidated financial statements included elsewhere in the Annual Report on Form 10-K), and (5) operating lease payments (for additional information see Note 10. *Lease Obligations* in the notes to our consolidated financial statements included elsewhere in the Annual Report on Form 10-K).
We expect that our operating cash requirements in the near term will continue to exceed cash provided by operations. As described in Note 1. *Organization: Liquidity and Going Concern* of the notes to our consolidated financial statements, management believes that substantial doubt exists about our ability to meet cash requirements 12 months from the issuance of such financial statements, andsuch substantial doubt is not alleviated by our plans.We are seeking additional financing and evaluating financing alternatives in the near term in order to meet our cash requirements for the next 12 months. Management currently estimates that the Company's cash on hand as of December 31, 2025, in addition to the net proceeds fromthePrivate Placement, will fund its operations untilthe end of the secondquarter of 2026.
We do not expect, nor do our historical operating results suggest, that cash flows generated from operations will be sufficient to meet our material cash requirements in the long term. Management expects that our historical reliance on external financing, from both equity and debt financings, will continue to provide the capital necessary to meet its material cash requirements in the long term. Management has not yet determined the form such additional financing may take, but management expects that the most likely forms include one or more of the following: (i) underwritten offerings of shares of our common stock,(ii)issuing shares of our common stock upon the exercise of warrants at reduced exercise prices, (iii) incurring indebtedness with one or more financial institutions, (iv) sale of product line or technology, and (v) the factoring of trade receivables.
**Contractual Obligations and Commitments**
The following table summarizes our outstanding contractual obligationsas of December 31, 2025, and the effect those obligations are expected to have on our liquidity and cash flows in future periods (in thousands):
|
|
|
Payments Due By Period |
|
|
|
|
|
Total |
|
|
Less than one year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
|
B. Riley Promissory Note |
|
$ |
2,400 |
|
|
$ |
2,400 |
|
|
$ |
|
|
|
$ |
|
|
|
|
Parker Hannifin Promissory Note |
|
|
2,187 |
|
|
|
1,250 |
|
|
|
937 |
|
|
|
|
|
|
|
Facility operating leases |
|
|
630 |
|
|
|
467 |
|
|
|
152 |
|
|
|
11 |
|
|
|
Purchase obligations |
|
|
874 |
|
|
|
874 |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
6,091 |
|
|
$ |
4,991 |
|
|
$ |
1,089 |
|
|
$ |
11 |
|
|
Refer to Note 9.*Notes Payable, net*in our notes to the consolidated financial statements for additional information regarding our promissory notes,and Note 15.*Commitments and Contingencies*in our notes to the consolidated financial statements for additional information regarding our contractual obligations and lease commitments.
**Off-Balance Sheet Arrangements**
As of December 31, 2025, we did not have any significant off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K promulgated under the Exchange Act.
33
[Table of Contents](#toc)
**Critical Accounting Estimates**
Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Our estimates form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our most critical accounting estimates include:
|
|
|
the standalone selling prices used to allocate the contract consideration to the individual performance obligations in our device sales arrangements, which impactrevenue recognition; |
|
|
|
|
the unobservable inputs and assumptions used by management in estimating the fair value of our warrant liabilities, which impacts net incomeor loss; |
|
|
|
|
the provision for credit losses on accounts receivable; |
|
|
|
|
the valuation of inventory, which impacts gross profit margins; |
|
|
|
|
the estimates made regarding the recoverability of our net deferred tax asset, which impacts our financial condition; |
|
|
|
|
the fair value of the tangible and intangible assets acquired and liabilities assumed in our business combination; |
|
|
|
|
future warranty costs; |
|
|
|
|
accounting for leases; and |
|
|
|
|
useful lives assigned to long-lived assets. |
|
*Standalone Selling Prices*
Our device sales arrangements contain multiple products and services, most often including the device(s) and service, both of which we have identified as distinct performance obligations. Revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which we separately sell the products or services. If a standalone selling price is not directly observable, then we estimate the standalone selling prices considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer, and gross margin targets. Changes in the relative standalone selling price between devices and service can have an impact on how transaction prices are allocated between revenue and deferred revenue.
*Warrant Liabilities*
We use the Black-Scholes option-pricing model to value our warrant liabilities at each reporting period, which requires the input of highly subjective assumptions, most notably the estimated volatility of our common stock over the expected term. We use our historical common stock volatility to estimate expected volatility over the warrant terms.Management also made uncertain estimates regarding the likelihood and timing of certain future events for application of the Lattice Model for the valuation of certain warrants. Changes in these assumptions could have potential material impacts on the estimated fair value of warrant liabilities.
*Provision for Credit Losses on Accounts Receivable*
We carry accounts receivable at invoiced amounts less an allowance (or "provision")for credit losses. We reviewaccounts receivables for collectability and determine an allowance for credit losses. The allowance for credit losses on accountsreceivables reflects the Companys best estimate of probable losses inherent in the accounts receivable balance based on historical bad debt expense, the aging of the accounts, known troubled accounts, customer payment history, and other currently available evidence.
*Inventory Valuation*
Inventory is stated at the lower of cost or net realizable value. Cost is computed using the standard cost method which approximates actual cost on a first-in, first-out basis. The cost basis of our inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required, which could have a material adverse effect on the results of our operations.
*Deferred Tax Asset*
We estimate a valuation allowance in consideration of the realizability of our net deferred tax assets, primarily based on our assessment of the timing, likelihood and amounts of potential future income during which such items become deductible. It is inherently difficult and subjective to estimate such amounts, as we must determine the probability of various possible outcomes and estimate future amounts. Management does not believe it is more likely than not that we will generate future income in a time frame and amount sufficient to realize our net deferred tax assets. Changes in management's estimate of future income in the timeframe during which the temporary differences and carryforwards comprising our deferred tax assets become deductible could result in a material impact to our financial position including the recognition of a net deferred tax asset.
34
[Table of Contents](#toc)
*Assets Acquired and Liabilities Assumed in Business Combinations*
We allocate the fair value of the purchase price of an acquisition to the tangible and intangible assets acquired andliabilities assumed based on their estimated fair values. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, the amount and timing of projected future cash flows based on expected future growth rates and margins, discount rate used to determine the present value of these cash flows, future changes in technology and royalty for similar brand licenses, and asset lives. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. When applicable, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are included in the consolidated statement of operations.
*Future Warranty Costs*
Sales of devices generally include an initial warranty for parts and services for one year in the Americas, two years in EMEA, and one tothreeyears in the APACregion. A liability for the estimated cost of product warranty is established at the time revenue is recognized based on the historical experience of known product failure rates and expected material and labor costs to provide warranty services. Specific additional warranty accruals may be made if unforeseen technical problems arise. Alternatively, if estimates are determined to be greater than the actual amounts necessary, a portion of the liability may be reversed in future periods. At the end of each reporting period, we estimate our future warranty costs related to products sold during the period. This liability represents our best estimate of the costs we will incur to fulfill warranty obligations for products sold during the period. At least annually, we review and update our estimates based on actual warranty claims experience.
*Accounting for Leases*
In accordance with ASC 842, Leases, at the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present, generally based on whether we have the right to obtain substantially all of the economic benefits from the use of an identified asset and whether we have the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which we do not own. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, we utilize our incremental borrowing rate to determine the present value of the future lease payments, which is a hypothetical rate based on our understanding of what our credit rating would be to borrow and resulting interest we would pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items, such as initial direct costs paid or incentives received. Lease payments may be fixed or variable; however, only fixed payments are included in our lease liability. Variable lease payments may include costs such as common area maintenance, utilities, or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred.
*Useful Lives Assigned to Long-Lived Assets*
The useful life of an asset represents the period during which the asset is expected to contribute directly or indirectly to future cash flows. We estimate the useful lives of the Companys long-lived assets based on various factors, including the expected period of economic benefit of the asset in use, our intended use of the asset, economic factors such asset obsolescence and technological advances, any limitations imposed by legal, regulatory, or contractual requirements, and industry norms. These assumptions affect the timing and amount of depreciation expense, which could have a material adverse effect on the results of our operations.
*Accounting Policies*
An accounting policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that our critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial statements. Refer to Note. 2 *Summary of Significant Accounting Policies and Estimates*****in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
**Recent Accounting Pronouncements**
See Note 2. *Summary of Significant Accounting Policies and Estimates**Recent Accounting Pronouncements*in the notes to our consolidated financial statements for a discussion of new accounting pronouncements.
35
[Table of Contents](#toc)
**ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**
**Foreign Currency Risk**
We report our financial results in United Statesdollars; however, we conduct business in foreign countries. For U.S. reporting purposes, we translate all assets and liabilities of our non-U.S. subsidiaries at the period-end exchange rate, equity at historical exchange rates, and revenue and expenses at the average exchange rates in effect during the periods. The net effect of these translation adjustments is shown in the accompanying consolidated financial statements as a component of stockholders equity.
Currently, we sell our products mainly in U.S. dollars, Euros, and Singapore dollars in our company entities in the Americas, EMEA, and APAC regions, respectively. We generate a portion of our revenue and collect receivables in foreign currencies other than the functional currencies of our company entitiesand, as such, we have foreign currency exposure. Future fluctuations in the foreign exchange rates of these currencies can result in foreign exchange gains and losses thatmay impact our financial results. In the past, we have not hedged our exposures to foreign currencies or entered into any other derivative instruments and we have no current plans to do so. For the year ended December 31, 2025, sales denominated in foreign currencies were approximately 42% of total revenue. A hypothetical 10% increase in the UnitedStates dollar exchange rate used would have resulted in a $0.5million decrease to revenues for 2025.
**Interest Rate Risk**
Our exposure to market rate risk for changes in interest rates relatedprimarily to our term loan. On September 12, 2025, we paid off the entire amount of $2,000 of our secured term loan agreement to Banc of California using the $2,000 of restricted cash.Refer to Note 9.*Notes Payable, net BoC Term Loan*in our notes to the consolidated financial statements for additional information regarding the term loan. Prior to the term loan payoff, the loan'svariable interest rate was charged at the greater ofthe variable rate of interest announced by the lender as its prime rate then in effect or 4.50%. As of December 31, 2025, we have no outstanding variable-rate debt, and therefore, we are no longer exposed to significantinterest rate risk.
36
[Table of Contents](#toc)
**ITEM8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA**
**Table of Contents**
The following consolidated financial statements are filed as part of this Annual Report on Form 10-K
| | Page Number | |
| Report of Independent Registered Public Accounting Firm | 38 | |
| | | |
| Consolidated Balance Sheets as of December 31, 2025and 2024 | 40 | |
| | | |
| Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2025and 2024 | 41 | |
| | | |
| Consolidated Statements of StockholdersEquity for the years ended December 31, 2025and 2024 | 42 | |
| | | |
| Consolidated Statements of Cash Flows for the years ended December 31, 2025and 2024 | 43 | |
| | | |
| Notes to Consolidated Financial Statements | 44 | |
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[Table of Contents](#toc)
**ReportofIndependentRegisteredPublicAccountingFirm**
To the Stockholders and Board of Directors of
Ekso Bionics Holdings, Inc.:
**Opinion on the Consolidated Financial Statements**
We have audited the accompanying consolidated balance sheets of Ekso Bionics Holdings, Inc. and subsidiaries (collectively, the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders equity, and cash flows for each of the two years in the period ended December 31, 2025, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as ofDecember 31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. ****
**Going Concern**
The accompanying consolidated financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note 1**to the consolidated financial statements, the Companyhas an accumulated deficit atDecember 31, 2025and, since inception, has suffered significant operating losses and negative cash flows from operations. The Company expects to generate operating losses and negative operating cash flows in the future and will require additional funding to support the Company's planned operations whichraises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
**Basis for Opinion**
These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our auditswe are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
**Critical Audit Matters**
The critical audit matters communicated below arematters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
**Revenue Recognition****Transaction Price Allocation for Contracts with Customers Containing Multiple Performance Obligations****
*Description of the Matter*
As described in Note 2to the consolidated financial statements, the Companys contracts with customers may contain multiple performance obligations, which are accounted for separately if they are distinct. In such cases, the transaction price is then allocated to the distinct performance obligations based on therelative standalone selling price and revenue is recognized when the distinct performance obligation is satisfied. The Company'sdevice revenue is recognized at the point in time that the customer takes control of the device, generally upon shipment, and subscription and service revenues are recognized over time as the services are performed.
Auditing the Companys revenue recognition was challenging, specifically related to the identification and determination of the distinct performance obligations, the allocation of the transaction price to the identified performance obligations, and the timing of revenue recognition. Certain arrangements required judgment to determine the distinct performance obligations, how the transaction price was allocated to the identified performance obligations, and the appropriate timing of revenue recognition.
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*How We Addressed the Matter in Our Audit*
We obtained an understanding and evaluated the design of the Companys process and controls to determine the distinct performance obligations, allocation of the transaction price to the identified performance obligations, and the timing of revenue recognition.
Among the procedures we performed to test the determination of the distinct performance obligations, allocationof the transaction price to the identified performance obligations, and the timing of revenue recognition, we read executed contracts and purchase orders to understand the rights and obligations conveyed in the contractual arrangement, evaluated managements assessment of the performance obligations and whether they were distinct, determined the reasonableness of the standalone selling price used by management in the allocation of the transaction price to the performance obligations, and tested the timing of revenue recognition for a sample of individual sales transactions. We evaluated the accuracy of the Companys accounting conclusions, specifically related to the identification and determination of distinct performance obligations, allocation of the transaction price to the identified performance obligations, and the timing of revenue recognition.
**Impairment Analysis of Indefinite-Lived Intangible Assets and Long-Lived Assets**
*Description of the Matter*
As described in Notes 2 and 8 to the consolidated financial statements, the Companys indefinite-lived intangible assets are tested for impairment annually, or as deemed necessary if potential indicators of impairment exist. The Company also reviews its long-lived assets for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Management makes critical assumptions and estimates in completing impairment assessments of its indefinite-lived intangible asset and long-lived assets. The Companys cash flow projections include assumptions such as future sales and operating margin growth rates, economic forecasts, discount rates and the royalty rate. During the year ended December 31, 2025, the Company recorded an impairment loss on the trade name of $570,000 in the consolidated statements of operations and comprehensive loss.
The Companys impairment analysis related to its indefinite-lived intangible asset and long-lived assets requires a high degree of judgment and is subject to change based on various quantitative and qualitative factors. A high degree of auditor judgment and an increased extent of effort were required when performing audit procedures to evaluate the reasonableness of managements estimates and assumptions related to the future sales and operating margin growth rates as well as the selection of discount rates and the royalty rate, which included the need to involve our valuation specialists.
*How We Addressed the Matter in Our Audit*
We obtained an understanding of and evaluated the design of controls relating to the Companys impairment review process. We evaluated the significant accounting policies relating to the Companys impairment analyses, as well as managements application of the policies, for appropriateness and reasonableness.
We obtained the Companys impairment analyses and performed testing procedures on the underlying data and assumptions that were used in managements analyses. To test the estimated fair values of the assets, we performed audit procedures that included, among other things, assessing methodologies used to determine the fair values and testing the significant assumptions discussed above and the accuracy of the underlying data used by the Company. For example, we evaluated managements forecasted revenue growth rates used in the fair value estimates by comparing those assumptions to the historical results of the Company and current industry, market and economic forecasts. Additionally, we involved a valuation specialist to assist in evaluating the valuation methodologies and the significant assumptions such as discount rates and the royalty rate, as well as testing the mathematical accuracy of the calculations.
/s/ WithumSmith+Brown, PC
We have served as the Company's auditor since 2010.
San Francisco, California
February 23, 2026
PCAOB ID Number 100
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**Ekso Bionics Holdings, Inc.**
**Consolidated Balance Sheets**
**(In thousands, except par value amounts)**
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Assets | | | | | | | | | |
| Current assets: | | | | | | | | | |
| Cash | | $ | 1,169 | | | $ | 4,493 | | |
| Restricted cash | | | | | | | 2,000 | | |
| Accounts receivable, net of allowances of $27 and $33, respectively | | | 7,308 | | | | 7,238 | | |
| Inventories | | | 4,822 | | | | 4,571 | | |
| Prepaid expenses and other current assets | | | 750 | | | | 541 | | |
| Total current assets | | | 14,049 | | | | 18,843 | | |
| Property and equipment, net | | | 1,288 | | | | 1,577 | | |
| Right-of-use assets | | | 532 | | | | 788 | | |
| Intangible assets, net | | | 3,500 | | | | 4,580 | | |
| Goodwill | | | 431 | | | | 431 | | |
| Other assets | | | 311 | | | | 433 | | |
| Total assets | | $ | 20,111 | | | $ | 26,652 | | |
| | | | | | | | | | |
| Liabilities and Stockholders' Equity | | | | | | | | | |
| Current liabilities: | | | | | | | | | |
| Accounts payable | | $ | 1,431 | | | $ | 1,552 | | |
| Accrued liabilities | | | 1,779 | | | | 2,352 | | |
| Deferred revenues, current | | | 1,727 | | | | 1,956 | | |
| Convertible promissory note, net | | | 2,008 | | | | | | |
| Notes payable, current | | | 1,250 | | | | 1,250 | | |
| Lease liabilities, current | | | 441 | | | | 427 | | |
| Total current liabilities | | | 8,636 | | | | 7,537 | | |
| Deferred revenues | | | 1,414 | | | | 1,920 | | |
| Notes payable, net | | | 798 | | | | 3,854 | | |
| Lease liabilities | | | 147 | | | | 452 | | |
| Warrant liabilities | | | | | | | 1 | | |
| Other non-current liabilities | | | 89 | | | | 181 | | |
| Total liabilities | | | 11,084 | | | | 13,945 | | |
| Commitments and contingencies (Note 15) | | | | | | | | | |
| Stockholders' equity: | | | | | | | | | |
| Convertible preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued and outstanding as of December 31, 2025 and 2024 | | | | | | | | | |
| Common stock, $0.001 par value; 141,429 shares authorized; 3,559 and 1,480 shares issued and outstanding as of December 31, 2025 and 2024, respectively | | | 37 | | | | 22 | | |
| Additional paid-in capital | | | 272,078 | | | | 262,203 | | |
| Accumulated other comprehensive (loss) income | | | (692 | ) | | | 957 | | |
| Accumulated deficit | | | (262,396 | ) | | | (250,475 | ) | |
| Total stockholders' equity | | | 9,027 | | | | 12,707 | | |
| Total liabilities and stockholders' equity | | $ | 20,111 | | | $ | 26,652 | | |
See accompanying notes to consolidated financial statements
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**Ekso Bionics Holdings, Inc.**
**Consolidated Statements of Operations and Comprehensive Loss**
**(In thousands, except per share amounts)**
| | | Years ended December 31, | | |
| | | 2025 | | | 2024 | | |
| Revenue | | $ | 12,799 | | | $ | 17,925 | | |
| Cost of revenue | | | 5,954 | | | | 8,414 | | |
| Gross profit | | | 6,845 | | | | 9,511 | | |
| | | | | | | | | | |
| Operating expenses: | | | | | | | | | |
| Sales and marketing | | | 7,154 | | | | 7,308 | | |
| Research and development | | | 3,031 | | | | 3,874 | | |
| General and administrative | | | 9,986 | | | | 8,789 | | |
| Total operating expenses | | | 20,171 | | | | 19,971 | | |
| | | | | | | | | | |
| Loss from operations | | | (13,326 | ) | | | (10,460 | ) | |
| | | | | | | | | | |
| Other income (expense), net: | | | | | | | | | |
| Interest expense, net | | | (309 | ) | | | (269 | ) | |
| Gain on revaluation of warrant liabilities | | | 1 | | | | 474 | | |
| Loss on modification of warrant | | | | | | | (109 | ) | |
| Unrealized gain (loss) on foreign exchange | | | 1,965 | | | | (965 | ) | |
| Other expense, net | | | (26 | ) | | | (1 | ) | |
| Total other income (expense), net | | | 1,631 | | | | (870 | ) | |
| | | | | | | | | | |
| Net loss | | | (11,695 | ) | | | (11,330 | ) | |
| Foreign currency translation adjustments | | | (1,649 | ) | | | 801 | | |
| Comprehensive loss | | $ | (13,344 | ) | | $ | (10,529 | ) | |
| | | | | | | | | | |
| Net loss per share applicable to common shareholders, basic and diluted | | $ | (4.91 | ) | | $ | (8.43 | ) | |
| Weighted average number of shares outstanding, basic and diluted | | | 2,426 | | | | 1,344 | | |
See accompanying notes to consolidated financial statements
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**Ekso Bionics Holdings, Inc.**
**Consolidated Statements of Stockholders****Equity**
**(In thousands)**
| | | | | | | | | | | | | | | | | | | | | | | Accumulated | | | | | | | | | | |
| | | Convertible | | | | | | | | | | | Additional | | | Other | | | | | | | Total | | |
| | | Preferred Stock | | | Common Stock | | | Paid-in | | | Comprehensive | | | Accumulated | | | Stockholders | | |
| | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Income (Loss) | | | Deficit | | | Equity | | |
| Balance as of December 31, 2023 | | | | | | $ | | | | | 990 | | | $ | 15 | | | $ | 251,580 | | | $ | 156 | | | $ | (239,145 | ) | | $ | 12,606 | | |
| Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (11,330 | ) | | | (11,330 | ) | |
| Issuance of common stock and warrants under: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity financing, net | | | | | | | | | | | 411 | | | | 6 | | | | 9,014 | | | | | | | | | | | | 9,020 | | |
| Exercise of Pre-Funded Warrants | | | | | | | | | | | 22 | | | | | | | | | | | | | | | | | | | | | | |
| Issuance of common stock under: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity incentive plan | | | | | | | | | | | 46 | | | | 1 | | | | | | | | | | | | | | | | 1 | | |
| Matching contribution to 401(k) plan | | | | | | | | | | | 11 | | | | | | | | 237 | | | | | | | | | | | | 237 | | |
| Stock-based compensation | | | | | | | | | | | | | | | | | | | 1,372 | | | | | | | | | | | | 1,372 | | |
| Foreign currency translation adjustments | | | | | | | | | | | | | | | | | | | | | | | 801 | | | | | | | | 801 | | |
| Balance as of December 31, 2024 | | | | | | $ | | | | | 1,480 | | | | 22 | | | | 262,203 | | | | 957 | | | | (250,475 | ) | | | 12,707 | | |
| Net loss | | | | | | | | | | | | | | | | | | | | | | | | | | | (11,695 | ) | | | (11,695 | ) | |
| Issuance of common stock and warrants under: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity financing, net | | | | | | | | | | | 1,661 | | | | 12 | | | | 7,940 | | | | | | | | | | | | 7,952 | | |
| Deemed dividend in connection with warrant inducement | | | | | | | | | | | | | | | | | | | 226 | | | | | | | | (226 | ) | | | | | |
| Exercise of Pre-Funded Warrants | | | | | | | | | | | 171 | | | | 2 | | | | | | | | | | | | | | | | 2 | | |
| Issuance of common stock under: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Equity incentive plan | | | | | | | | | | | 210 | | | | | | | | | | | | | | | | | | | | | | |
| Matching contribution to 401(k) plan | | | | | | | | | | | 37 | | | | 1 | | | | 235 | | | | | | | | | | | | 236 | | |
| Stock-based compensation | | | | | | | | | | | | | | | | | | | 1,474 | | | | | | | | | | | | 1,474 | | |
| Foreign currency translation adjustments | | | | | | | | | | | | | | | | | | | | | | | (1,649 | ) | | | | | | | (1,649 | ) | |
| Balance as of December 31, 2025 | | | | | | $ | | | | | 3,559 | | | $ | 37 | | | $ | 272,078 | | | $ | (692 | ) | | $ | (262,396 | ) | | $ | 9,027 | | |
See accompanying notes to consolidated financial statements
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**Ekso Bionics Holdings, Inc.**
**Consolidated Statement of Cash Flows**
**(In thousands)**
| | | Years ended December 31, | | |
| | | 2025 | | | 2024 | | |
| Operating activities | | | | | | | | | |
| Net loss | | $ | (11,695 | ) | | $ | (11,330 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | |
| Depreciation and amortization | | | 1,573 | | | | 1,608 | | |
| Loss on impairment of intangible assets | | | 750 | | | | | | |
| Changes in provision for credit losses on accounts receivable | | | (50 | ) | | | 171 | | |
| Common stock contribution to 401(k) plan | | | 151 | | | | 257 | | |
| Stock-based compensation expense | | | 1,474 | | | | 1,373 | | |
| Gain on revaluation of warrant liabilities | | | (1 | ) | | | (474 | ) | |
| Loss on modification of warrant | | | | | | | 109 | | |
| Unrealized (gain) loss on foreign currency transactions | | | (1,965 | ) | | | 965 | | |
| Changes in operating assets and liabilities: | | | | | | | | | |
| Accounts receivable | | | 446 | | | | (1,967 | ) | |
| Inventories | | | (275 | ) | | | 257 | | |
| Prepaid expenses and other assets current and noncurrent | | | (187 | ) | | | 329 | | |
| Accounts payable | | | (137 | ) | | | (288 | ) | |
| Accrued, lease and other current and noncurrent liabilities | | | (1,102 | ) | | | (599 | ) | |
| Deferred revenues | | | (783 | ) | | | (257 | ) | |
| Net cash used in operating activities | | | (11,801 | ) | | | (9,846 | ) | |
| Investing activities | | | | | | | | | |
| Acquisition of property and equipment | | | (188 | ) | | | (37 | ) | |
| Net cash used in investing activities | | | (188 | ) | | | (37 | ) | |
| Financing activities | | | | | | | | | |
| Principal payments under note payable | | | (1,250 | ) | | | (1,250 | ) | |
| Retirement of term loan | | | (2,000 | ) | | | | | |
| Proceeds from issuance of common stock, net | | | 4,098 | | | | 9,019 | | |
| Proceeds from exercise of warrants, net | | | 3,856 | | | | | | |
| Proceeds from issuance of convertible promissory note, net | | | 1,925 | | | | | | |
| Net cash provided by financing activities | | | 6,629 | | | | 7,769 | | |
| Effect of exchange rate changes on cash | | | 36 | | | | (31 | ) | |
| Net decrease in cash | | | (5,324 | ) | | | (2,145 | ) | |
| Cash and restricted cash at beginning of the year | | | 6,493 | | | | 8,638 | | |
| Cash and restricted cash at end of the year | | $ | 1,169 | | | $ | 6,493 | | |
| | | | | | | | | | |
| Supplemental disclosure of cash flow activities | | | | | | | | | |
| Cash paid for interest | | $ | 118 | | | $ | 182 | | |
| Cash paid for income taxes | | $ | 5 | | | $ | 8 | | |
| | | | | | | | | | |
| Supplemental disclosure of non-cash activities | | | | | | | | | |
| Deemed dividend in connection with warrant inducement | | $ | 226 | | | $ | | | |
| Share issuance for common stock contribution to 401(k) plan | | $ | 236 | | | $ | 238 | | |
| Transfer of inventory to property and equipment | | $ | 77 | | | $ | 199 | | |
| Initial recognition of operating lease liabilities and right of use assets | | $ | 153 | | | $ | 180 | | |
See accompanying notes to consolidated financial statements
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**1. Organization**
**Description of Business**
Ekso Bionics Holdings, Inc. (the Company) designs, develops, and marketsexoskeleton and complementary products thataugment human strength, endurance and mobility. The primary end market for our exoskeleton technology is healthcare, where our technology primarily serves peoplewith physical disabilities or impairments in both physical rehabilitation and mobility.The Company has marketed devices that (i) enable individuals with neurological conditions affecting gait, including acquired brain injury ("ABI") and multiple sclerosis ("MS"), and spinal cord injury ("SCI")to rehabilitate and to stand and walk in neurorehabilitation settings and, for patients with a SCI, for home and community use, (ii) assist individuals with a broad range of upper extremity impairments, and (iii) allow industrial workers to perform difficult repetitive work for extended periods. Founded in *2005,* the Company is headquartered in the San Francisco Bay Area and listed on the Nasdaq Capital Market under the symbol EKSO.
Unless otherwise indicated, all dollar and share amounts included in these notes to the consolidated financial statements are in thousands.
All common stock share and per share amounts have been adjusted to reflect the *one*-for-fifteen reverse stock split effected on *June 2, 2025.*See Note *11.* *Capitalization and Equity Structure Reverse Stock Split* for additional information.
**Liquidity and Going Concern**
As of *December 31, 2025*, the Company had an accumulated deficit of $262,396. The Company has incurred significant operating losses and negative cash flows from operations since inception. During the yearended *December 31, 2025*, the Company used $11,801of cash in its operations. Cash on hand as of*December 31, 2025*was $1,169.
Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern for a period of *one* year after the date that the consolidated financial statements are issued. Management intends to raise funds through *one* or more financings in the near term in order to meet our cash requirements for the next *12* months. However, due to several factors, including those outside managements control, there can be *no* assurance that the Company will be able to complete such financings on acceptable terms or in amounts sufficient to continue operating the business under the operating plan. As part of the financing strategy, management is simultaneously pursuing strategic partnerships, delaying or abandoning certain product development projects, cost reduction efforts for our products, and refocusing sales efforts to accelerate revenue growth above historical results. We have concluded the likelihood that our plan to successfully reduce expenses to align with our available cash, while reasonably possible, is less than probable.Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least *12* months from the date of issuance of these consolidated financial statements. Management currently estimates that the Company's cash on hand as of *December 31, 2025,*in addition to the net proceeds fromthe Private Placement (as defined below), will fund its operations until the end of the *second* quarter of *2026.*
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The consolidated financial statements do *not* include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**2. Summary of Significant Accounting Policies and Estimates**
****
**Basis of Presentation and Consolidation**
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").
The consolidated financial statements include the financial statements of Ekso Bionics Holdings, Inc. and its subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.
****
**Use of Estimates**
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet, and the reported amounts of revenues and expenses during the reporting period. For the Company, these estimates include, but are *not* limited to, intangible and tangible assets acquired and liabilities assumed in business combinations,revenue recognition,deferred revenue, the provision for credit losses on accounts receivable, the valuation of warrants,employee equity awards, and phantom performance-based restricted stock units, future warranty costs, accounting for leases, useful lives assigned to long-lived assets, valuation of inventory, realizability of deferred tax assets, and contingencies. Actual results could differ from those estimates.
****
**Foreign Currency**
The assets and liabilities of foreign subsidiaries and equity investments, where the local currency is the functional currency, are translated from their respective functional currencies into U.S. dollars at the rates in effect at the balance sheet date and revenue and expense amounts are translated at average rates during the period, with resulting foreign currency translation adjustments recorded in accumulated other comprehensive incomeas a component of stockholders equity. Gains and losses from the re-measurement of balances denominated in currencies other than the entities' functional currencies, are recorded in other expense, net in the accompanying consolidated statements of operations and comprehensive loss.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
****
**Accumulated Other Comprehensive (Loss) Income**
The Company's accumulated other comprehensive (loss) incomeconsists of the accumulated net unrealized gains or losses on foreign currency translation adjustments. The change in accumulated other comprehensive (loss) incomepresented on the consolidated balance sheets as of*December 31, 2025*and *2024,* is reflected in the table below net of tax:
| | | Accumulated Other | | |
| | | Comprehensive | | |
| | | Income | | |
| Balance as of December 31, 2023 | | $ | 156 | | |
| Net unrealized gain on foreign currency translation | | | 801 | | |
| Balance as of December 31, 2024 | | | 957 | | |
| Net unrealized loss on foreign currency translation | | | (1,649 | ) | |
| Balance as of December 31, 2025 | | $ | (692 | ) | |
****
**Concentration of Credit Risk and Other Risks and Uncertainties**
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable.
The Company'scash balances held in domestic banks are deposited into accounts at various financial institutions with each balance under the *$250* Federal Deposit Insurance Corporation ("FDIC") insurance limit. The Company has significant cash balances at foreign financial institutions thatregularly exceed the applicable country cash deposit insurance limits of approximately *$100* at each of the Company's *two* foreign banks.Any foreign exchange loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.
The Company extends credit to customers in the normal course of business. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the consolidated financial statements. The Company does *not* require collateral from its customers to secure accounts receivable. Accounts receivable are derived from the sale of products shipped and services performed for customers primarily located in the U.S., Europe, and Asia. Invoices are aged based on contractual terms with the customer.
Many of the sales contracts with customers outside of the U.S. are settled in a foreign currency other than the U.S. dollar. The Company does *not* enter into any foreign currency hedging agreements and is susceptible to gains and losses from foreign currency fluctuations. To date, the Company has *not* experienced significant gains or losses upon settling contracts denominated in a foreign currency.
The Company had onecustomerwith an accounts receivable balance totaling *10%* or more of the Company's total accounts receivable as of *December 31, 2025*(29%), as compared with twocustomers as of *December 31, 2024*(17% and 17%).
The Company had two customers with sales of *10%* or more of the Companys total revenue for the yearended*December 31, 2025*(16% and 10%), as compared with onecustomerfor the year ended*December 31, 2024*(17%).
****
**Accounts Receivable and Allowance for Credit Losses**
The Companycarriesaccounts receivable at invoiced amounts less an allowance (or "provision")for credit losses. The Company reviews accounts receivables for collectability and determines an allowance for potential credit losses. The allowance for credit losses on accounts receivables reflects the Companys best estimate of probable losses inherent in the accounts receivable balance based on historical bad debt expense, the aging of the accounts, known troubled accounts, customer payment history, and other currently available evidence. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within *30* to *120*days. Accounts receivables are charged off after all reasonable means to collect the full amount, including litigation where appropriate, have been exhausted. The Company has *not* experienced material losses related to accounts receivable during the years ended*December 31, 2025*and *2024*. The Company's accounts receivable balances, net of allowances,as of *December 31, 2025*,*2024,* and *2023*were $7,308, $7,238and $5,645,respectively.
****
**Inventories**
Inventories are recorded at the lower of cost or net realizable value. Cost is computed using the standard cost method, which approximates actual cost on a *first*-in, *first*-out basis. Materials from vendors are received and recorded as raw materials. Once the raw materials are incorporated in the fabrication of the product, the related value of the component is recorded as work in progress ("WIP"). Direct and indirect labor and applicable overhead costs are also allocated and recorded to WIP inventory. Finished goods are comprised of completed products that are ready for customer shipment. The Company periodically evaluates the carrying value of inventory on hand for potential excess amounts over sales and forecasted demand. Excess and obsolete inventories identified, if any, are recorded as an inventory impairment charge within the consolidated statements of operations and comprehensive loss. The Company's estimate of write-downs for excess and obsolete inventory is based on a detailed analysis which includes on-hand inventory and purchase commitments in excess of forecasted demand. Subsequent disposals of inventories are recorded as a reduction of inventory.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
Inventories consisted of the following:
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Raw materials | | $ | 3,593 | | | $ | 3,551 | | |
| Work in progress | | | 102 | | | | 177 | | |
| Finished goods | | | 1,127 | | | | 843 | | |
| Inventories | | $ | 4,822 | | | $ | 4,571 | | |
****
**Leases**
The Company records its leases in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic *842,* *Leases*. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically *not* readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset *may*be required for items, such as initial direct costs paid or incentives received.
Lease expense is recognized over the expected lease term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, lease liabilities current and lease liabilities non-current.
Leases with an initial term of *12* months or less are *not* recorded on the balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term.
****
**Property and Equipment, net**
Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally ranging from three to 10years. Leasehold improvements are amortized over the shorter of the estimated useful life or the related term of the lease. The costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.
The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that their carrying value *may**not* be recoverable from the estimated future cash flows expected to result from the Companys use or eventual disposition. If estimates of future undiscounted net cash flows are insufficient to recover the carrying value of the assets, the Company will record an impairment loss in the amount by which the carrying value of the assets exceeds the fair value. If the assets are determined to be recoverable, but the useful lives are shorter than originally estimated, the Company will depreciate or amortize the net book value of the assets over the newly determined remaining useful lives. *None* of the Companys property and equipment were impaired as of *December 31, 2025*and *2024*. No impairment loss has been recognized in the years ended *December 31, 2025*and *2024*.
****
**Goodwill**
The Company records goodwill when the purchase price of an acquisition exceeds the fair value of the net tangible and identified intangible assets acquired. The Company performs an annual impairment assessment, or more frequently if indicators of potential impairment exist, which includes evaluating qualitative and quantitative factors to assess the likelihood of an impairment of goodwill. Such indicators include, but *not* limited to, material departures from projected sales volume, deteriorating gross margins, and uncertainties regarding continued commercialization as a result of changing business strategies.
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[Table of Contents](#toc)
Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
****
**Intangible Assets**
Other intangible assets include developed technology, acquired intellectual property, and customer relationships, in the case of finite-lived intangibles, and trade names in the case of indefinite-lived intangibles. Finite-lived intangibles are amortized over their estimated useful lives and are tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of the assets *may**not* be recoverable. Indefinite-lived intangible assets are tested for impairment annually, or as deemed necessary if potential indicators of impairment exist.Such indicators include, but *not* limited to, material departures from projected sales volume, deteriorating gross margins, and uncertainties regarding continued commercialization as a result of changing business strategies.
****
**Warrant Valuation**
The Company generally accounts for warrants issued in connection with equity financings as a component of equity, unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that it *may*need to settle the warrants in cash.
Where there is a possibility that the Company *may*have to settle warrants in cash, it estimates the fair value of the issued warrants as a liability at each reporting date and records changes in the estimated fair value as a non-cash gain or loss in the consolidated statements of operations and comprehensive loss. The fair values of these warrants have been determined using the Black-Scholes option-pricing model (the Black-Scholes Model) and the Binomial Lattice model (the "Lattice Model"). The Black-Scholes Model requires inputs, such as the expected volatility, expected term, exercise price, risk-free interest rate, and the value of the underlying security. The Lattice Model provides for assumptions regarding expected volatility, expected term, exercise price, risk-free interest rates, the value of the underlying security, and the probability of and likely timing of a specific event within the period to maturity. These values are subject to a significant degree of the Company's judgment. In addition to the aforementioned inputs, the Companys common stock price represents a significant input that affects the valuation of the warrants.
****
**Phantom Performance-based Restricted Stock Valuation**
On*November 5, 2025,*the Company issued phantom performance-based restricted stock units ("Phantom PSUs") to its executive officers in order to assist in retention, drive stockholder growth, and achieve the Company's strategic goals. Each award of the Phantom PSUs is scheduled to vest upon achievement of each of the following *two* performance requirementswithin the *five*-year period following the date of grant, in each case subject to the applicable executive officers' continued employment through the applicable date of achievement: (i) the occurrence of a change in control, and (ii) achievement of a stock priceof at least $7.50.
As of both the grant date and *December 31, 2025,*the Company determined that the change in control condition, or triggering event, of the Phantom PSUs was *not* probable. If the change in control condition is deemed to be probable as of a futurereporting date, the Company would accountfor the Phantom PSUsas a liability due to their settlement in cash, based on the estimated fair value measured at each reporting date, in accordance with ASC *718,* *CompensationStock Compensation*. Subsequently, the Company wouldrecordchanges in the estimated fair value as a component of operating expensesin the consolidated statements of operations and comprehensive loss. As long as the Company considers the change in control condition to beprobable as of the reporting date, the Phantom PSUs will beremeasured at fair value until settlement, which are to be settled in cash only.
The fair values of these Phantom PSUs will bedetermined using the Monte Carlo simulation model. The Monte Carlo simulation model requires inputs, such as the expected volatility, expected term, risk-free interest rate, and the value of the underlying security. The Monte Carlo simulation model provides for assumptions regarding expected volatility, expected term, risk-free interest rates, the value of the underlying security, and the probability of and likely timing of a specific event within the expected term. These values are subject to a significant degree of the Company's judgment. The Companys common stock price represents a significant input that affects the valuation of the Phantom PSUs.Changes in these assumptions could have potential material impacts on the estimated fair value of the Phantom PSUliabilities.
When thetriggering events are determined to be probable, the fair values, representing the expected cash settlement of the Phantom PSUs, willbeincluded as a component of operating expenses, under the captions "General and administrative" and "Research and development," in the consolidated statement of operations and comprehensive loss, and the corresponding liability willbeincluded as a component of Accrued liabilities in the consolidated balance sheets.
****
**Going Concern**
The Company assesses its ability to continue as a going concern in accordance with ASC *205*-*40,* *Presentation of Financial Statements**Going Concern*. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.Refer to Note *1.* *Organization Liquidity and Going Concern*for additional information regarding the Company's assessment of its ability to continue as a going concern.
****
**Revenue Recognition**
The Company records its revenue in accordance with ASC *606,* *Revenue from Contracts with Customers*. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which when capable of being distinct, are accounted for as separate performance obligations. Revenue recognition is evaluated based on the following *five* steps: (i) identification of the contract with the customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.
For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are determined based on observable prices at which the Company separately sells its products or services. If a standalone selling price is *not* directly observable, judgment is made to estimate the selling price based on market conditions and entity-specific factors including cost plus analyses, features and functionality of the product and/or services, the geography of the Companys customers, and type of customer. Any discounts or other reductions to the transaction price are allocated proportionately to all performance obligations within the multiple-element arrangement. The Company periodically validates the stand-alone selling price for performance obligations by evaluating whether changes in the key assumptions used to determine the stand-alone selling prices will have a significant effect on the allocation of transaction price between multiple performance obligations.
The Company generally does *not* grant a right of return for its products. The Company exercised judgement to determine that a product return reserve was *not* required as of *December 31, 2025* and *2024*, as historical returns activity have *not* been material and the Company's expectations and estimates regarding future returns have*not* changed.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
****
**Research and Development**
Research and development costs consist of costs incurred for internal research and development activities. These costs primarily include salaries and other personnel-related expenses, contractor fees, prototype materials, facility costs, supplies, and depreciation of equipment associated with the design and development of new products prior to the establishment of their technological feasibility. Such costs are expensed as incurred.
****
**Income Taxes**
The Company accounts for income taxes using the asset and liability method. Under this method, income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year and for deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. The Company accounts for any income tax contingencies in accordance with accounting guidance for income taxes. The measurement of current and deferred tax assets and liabilities is based on provisions of currently enacted tax laws. The effects of any future changes in tax laws or rates have *not* been considered.
For the preparation of the Company's consolidated financial statements included herein, the Company estimates its income taxes and tax contingencies in each of the tax jurisdictions in which it operates prior to the completion and filing of its tax returns. This process involves estimating actual current tax expense together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in net deferred tax assets and liabilities. The Company must then assess the likelihood that the deferred tax assets will be realizable, and to the extent they believe that realizability is *not* likely, the Company must establish a valuation allowance. In assessing the need for any additional valuation allowance, the Company considers all the evidence available to it, both positive and negative, including historical levels of income, legislative developments, expectations and risks associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies.
****
**Stock-based Compensation**
The Company measures stock-based compensation expense for restricted stock units (RSUs) and performance stock units ("PSUs") made to employees and directors based on the Companys closing stock price on the date of grant and recognizes the value on a straight-line basis over the requisite service periods of the awards. The Company's Phantom PSUs are discussed in the*Phantom Performance-based Restricted Stock Valuation* above in this Note *2.*
The Company records compensation expense for service-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the award. For awards with performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The Company accounts for forfeitures as they occur.
The Company measures stock-based compensation expense for stock options granted to employees and directors based on the estimated fair value of the award on the date of grant and recognizes the fair value on a straight-line basis over the requisite service periods of the awards. The Company determines the fair value of stock options on the date of grant using the Black-Scholes Model, which is affected by the Companys stock price and assumptions regarding a number of subjective variables. These variables include, but are *not* limited to, the Companys stock price, volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, the Company adopted the simplified method of estimating the expected term pursuant to SEC Staff Accounting Bulletin Topic *14.* On this basis, the Company estimated the expected term of options granted by taking the average of the vesting term and the contractual term of the option.
The Company has, from time to time, modified the terms of its stock options and RSUs to certain employees and directors. The Company accounts for the incremental compensation cost, which is the excess ofthe fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification,as an expense for vested awards or over the remaining service (vesting) period for unvested awards.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
****
**Employee Retention Credit**
On *March 27, 2020,*in response to the COVID-*19* pandemic, the U.S. Congress enacted the Coronavirus Aid, Relief and Economic Security Act (CARES Act). The CARES Act, along with other subsequent federal acts that extended the aid, allowed eligible employers to claim employee retention credits (ERC) for qualified wages paid after *March 12, 2020*and before *January 1, 2022.*We qualified for credits under the provisions of the CARES Act for the entire period subsequent to *January 1, 2021,*through *June 30, 2021.*The Company elected to account for the ERC as a government grant. As there is *no* authoritative guidance under U.S. GAAP on accounting for grants to for-profit business entities from government entities, the Company accounts for government assistance by analogy to International Accounting Standards Topic *20,* Accounting for Government Grants and Disclosure of Government Assistance (IAS *20"*). Under IAS *20,* government grants are recognized when there is reasonable assurance that the grant will be received and that all conditions related to the grant will be met.
We received ERCs of $523 in *August 2025,*of which $454 was recorded as an offset to the related employee payroll expenses as a component of operating expenses, under the captions "Sales and marketing," "Research and development," and "General and administrative," and $69 was recorded under the caption "Interest expense, net" in the consolidated statement of operations and comprehensive loss for the year ended *December 31, 2025.*These credits, due to the uncertainty of eventual receipt following claims made, were *not* recognized until receipt. There can be *no* assurance that the Company's ERCs received *may**not* be examined by the Internal Revenue Service, and if examined, possibly challenged as to a portion or all of the benefit received, which if required to be returned, would have an adverse impact on the Company's liquidity.
****
**Accounting Pronouncements Adopted in 2025**
For the year ended *December 31, 2025,*the Company adopted Accounting Standards Update ("ASU") *No.* *2023*-*09,* Income Taxes (Topic *740*): Improvements to Income Tax Disclosures ("ASU *2023*-*09"*) on a prospective basis. This standard improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The adoption of this new standard did *not* have a material impact on the Company's consolidated financial statements and related consolidated disclosures. Refer to Note *14.* *Income Taxes* for additional information regarding the adoption of ASU *2023*-*09.*
**Recent Accounting Pronouncements**
In *December 2025,*the FASB issued ASU *No.* *2025*-*11,* Interim Reporting (Topic *270*): Narrow-Scope Improvements ("ASU *2025*-*11"*), which clarifies interim disclosure requirements and the applicability of Topic *270.* The guidance will beeffective for interim periods beginning after *December 15, 2027,*with early adoption permitted. Upon adoption, the guidance can be applied prospectively or retrospectively.The Company is currently in the process of evaluating the impact of this pronouncement on its related consolidated financialstatements and disclosures and does *not* expect to early adopt.
In *July 2025,*the FASB issued ASU *No.* *2025*-*05,* Financial InstrumentsCredit Losses (Topic *326*): Measurement of Credit Losses for Accounts Receivable and Contract Assets(ASU *2025*-*05*), which provides a practical expedient for estimating expected credit losses for current accounts receivable and current contract assets. ASU *2025*-*05* iseffective for fiscal yearsbeginning after *December 15, 2025,*and interim periods within those annual reporting periods, with early adoption permitted. ASU *2025*-*05* should be applied prospectively. The Companydoes *not* expect the adoption of ASU *2025*-*05* to have a material impact on its consolidated financial statements and related consolidated disclosures.
In *November 2024,*the FASB issued ASU *No.* *2024*-*03,* Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic *220*-*40*): Disaggregation of Income Statement Expenses (ASU *2024*-*03*), which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Companys fiscal years beginning after *December 15, 2026,*and interim periods beginning after *December 15, 2027,*with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on its related consolidated disclosures and does *not* expect to early adopt.
**3. Net Loss Per Share of Common Stock**
Basic net loss per share of common stock is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed, when applicable, using the weighted average number of shares of common stock, adjusted to include conversion of "in-the-money" stock options and warrants for common stock and release of common stock in connection with restricted stock units during the period, net of tax as follows:
| | | Years ended December 31, | | |
| | | 2025 | | | 2024 | | |
| Numerator: | | | | | | | | | |
| Net loss applicable to common stockholders | | $ | (11,695 | ) | | $ | (11,330 | ) | |
| Adjustment for deemed dividend (*) | | | (226 | ) | | | - | | |
| Adjusted net loss used for basic and diluted calculation | | $ | (11,921 | ) | | $ | (11,330 | ) | |
| | | | | | | | | | |
| Denominator: | | | | | | | | | |
| Weighted-average number of common shares, basic and diluted | | | 2,426 | | | | 1,344 | | |
| | | | | | | | | | |
| Net loss per common share: | | | | | | | | | |
| Basic and diluted | | $ | (4.91 | ) | | $ | (8.43 | ) | |
(*) Deemed dividend represents the Company's incremental fair value of the Inducement Warrant over the gross proceeds received, which reduces income available to common stockholders used for the basic and diluted net loss per common share calculation. Refer to Note
*12.*
*Capitalization and Equity Structure Warrants* for additional information regarding the Inducement Warrant.
The following table sets forth potential shares of common stock that are
*not* included in the calculation of diluted net loss per common share because to do so would be anti-dilutive as of the end of each period presented:
| | | Years ended December 31, | | |
| | | 2025 | | | 2024 | | |
| Options to purchase common stock | | | 11 | | | | 12 | | |
| Restricted stock units | | | 86 | | | | 68 | | |
| B. Riley Promissory Note conversion option | | | 488 | | | | | | |
| Warrants for common stock | | | 807 | | | | 866 | | |
| Total common stock equivalents | | | 1,392 | | | | 947 | | |
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**4. Fair Value Measurement**
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Three levels of inputs, of which the *first* *two* are considered observable and the last unobservable, *may*be used to measure fair value which are the following:
| | | Level 1Quoted prices in active markets for identical assets or liabilities. The Company considers a market to be active when transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| | | Level 2Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| | | Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The valuation of Level 3 investments requires the use of significant management judgments or estimation. | |
The Companys fair value hierarchies for its financial assets and liabilities which require fair value measurement on a recurring basis are as follows:
| | | Total | | | Level 1 | | | Level 2 | | | Level 3 | | |
| December 31, 2025 | | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | |
| Warrant liabilities | | $ | | | | $ | | | | $ | | | | $ | | | |
| | | | | | | | | | | | | | | | | | |
| December 31, 2024 | | | | | | | | | | | | | | | | | |
| Liabilities | | | | | | | | | | | | | | | | | |
| Warrant liabilities | | $ | 1 | | | $ | | | | $ | | | | $ | 1 | | |
During the years ended *December 31, 2025*and *2024*, there were *no* transfers between Level *1,* Level *2,* or Level *3* assets or liabilities reported at fair value on a recurring basis and the valuation techniques used did *not* change compared to the Companys established practice.
The following table sets forth a summary of the changes in the fair value of Companys Level *3* financial liabilities during the years ended *December 31, 2025*and *2024*, which were measured at fair value on a recurring basis:
| | | Warrant | | |
| | | Liability | | |
| Balance as of December 31, 2023 | | $ | 366 | | |
| Gain on revaluation of warrants issued in 2021, June 2020, December 2019, and May 2019 equity financings | | | (474 | ) | |
| Loss on modification of warrant | | | 109 | | |
| Balance as of December 31, 2024 | | $ | 1 | | |
| Gain on revaluation of warrants issued in 2021, June 2020, December 2019, and May 2019 equity financings | | | (1 | ) | |
| Balance as of December 31, 2025 | | | | | |
Refer toNote *2.* *Summary of Significant Accounting Policies and Estimates Phantom Performance-based Restricted Stock Valuation*****for additional information regarding the valuation of Phantom PSUs, and Note *12.**Capitalization and Equity Structure**Warrants*for additional information regarding the valuation of warrants.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**5. Revenue**
The Companysrevenue is primarily generated through the sale and subscription of the EksoNR, Ekso Indego Therapy, and Ekso Indego Personaldevices, along with the sale of support and maintenance contracts. Revenue fromdevice product sales is recognized at the point in time when control of the product transfers to the customer. Transfer of control generally occurs upon shipment from the Companys facility for sales of thesedevices. Support and maintenance contracts extend coverage beyond the Companys standard warranty agreements rangingfrom 12 to 48 months. Revenue isrecognizedevenly over the term of the contracts. Revenue from medical device subscriptions is recognized evenly over the contract term, typically over *24* months.
**Deferred Revenue**
Deferred revenue is comprised mainly of unearned revenue related to extended support and maintenance contracts, but also includes other offerings for which the Company has been paid in advance and earns revenue when the Company transfers control of the product or service.
Deferred revenue consisted of the following:
| | | December 31, 2025 | | | December 31, 2024 | | |
| Deferred extended maintenance and support | | $ | 2,907 | | | $ | 3,669 | | |
| Deferred device and advances | | | 234 | | | | 207 | | |
| Total deferred revenues | | | 3,141 | | | | 3,876 | | |
| Less current portion | | | (1,727 | ) | | | (1,956 | ) | |
| Deferred revenues, non-current | | $ | 1,414 | | | $ | 1,920 | | |
Deferred revenue activity consisted of the following for the years ended*December 31, 2025*and *December 31, 2024*:
| | | Year Ended December 31, 2025 | | | Year Ended December 31, 2024 | | |
| Beginning balance | | $ | 3,876 | | | $ | 4,162 | | |
| Deferral of revenue | | | 1,746 | | | | 3,331 | | |
| Recognition of deferred revenue | | | (2,481 | ) | | | (3,617 | ) | |
| Ending balance | | $ | 3,141 | | | $ | 3,876 | | |
The Company expects to recognize approximately$1,727of the deferred revenue during2026,$833in2027, and$581thereafter.
In addition to deferred revenue, the Company has a non-cancellable backlog of $554expected to be recognized across*2026*and *2027,* which includescustomer orders received but *not* fulfilled and other ancillary products and services of $322,andcontracts for subscription units of $232.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**Disaggregation of Revenue**
The following table disaggregates the Companys revenue by major source for the year ended *December 31, 2025*:
| | | Total | | |
| Device revenue | | $ | 9,241 | | |
| Service and support | | | 2,918 | | |
| Subscriptions | | | 358 | | |
| Parts and other | | | 282 | | |
| | | $ | 12,799 | | |
The following table disaggregates the Companys revenue by major source for the year ended *December 31, 2024*:
| | | Total | | |
| Device revenue | | $ | 13,323 | | |
| Service and support | | | 3,121 | | |
| Subscriptions | | | 527 | | |
| Parts and other | | | 954 | | |
| | | $ | 17,925 | | |
The Company operates in the following regions: (*1*) Americas, (*2*) Europe, the Middle East, and Africa region ("EMEA"), and (*3*) Asia Pacific region ("APAC"). Individual countries with revenue greater than *10%* of total revenue for the yearended *December 31, 2025*and *2024*are disclosed separately from the regional totals. Geographic information for revenue based on location of customers is as follows:
| | | Years ended December 31, | | |
| | | 2025 | | | 2024 | | |
| United States | | $ | 7,430 | | | $ | 9,712 | | |
| Other | | | 72 | | | | 421 | | |
| Americas | | | 7,502 | | | | 10,133 | | |
| France | | | 1,430 | | | | 3,006 | | |
| Other | | | 2,362 | | | | 2,936 | | |
| EMEA | | | 3,792 | | | | 5,942 | | |
| APAC | | | 1,505 | | | | 1,850 | | |
| | | $ | 12,799 | | | $ | 17,925 | | |
**6. Property and Equipment, net**
Property and equipment, net consisted of the following:
| | | Estimated | | | December 31, | | |
| | | Life (Years) | | | 2025 | | | 2024 | | |
| Company-owned device fleet | | | 1-5 | | | $ | 2,606 | | | $ | 2,572 | | |
| Molds and other tools | | | 5-10 | | | | 1,500 | | | | 1,424 | | |
| Machinery and equipment | | | 3-7 | | | | 437 | | | | 380 | | |
| Leasehold improvement | | | Lease term | | | | 194 | | | | 194 | | |
| Software | | | 3-5 | | | | 191 | | | | 234 | | |
| Furniture and office equipment | | | 3-7 | | | | 114 | | | | 114 | | |
| | | | | | | | 5,042 | | | | 4,918 | | |
| Accumulated depreciation and amortization | | | | | | | (3,754 | ) | | | (3,341 | ) | |
| Property and equipment, net | | | | | | $ | 1,288 | | | $ | 1,577 | | |
Depreciation expense of Property and equipment, net totaled $563and $658for the years ended *December 31, 2025*and *2024*, respectively.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**7. Accrued Liabilities**
Accrued liabilities consisted of the following:
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Salaries, benefits and related expenses | | $ | 1,198 | | | $ | 1,684 | | |
| Device warranty | | | 363 | | | | 474 | | |
| Other | | | 218 | | | | 194 | | |
| Total | | $ | 1,779 | | | $ | 2,352 | | |
***Warranty***
Sales of devices generally include an initial warranty for parts and services for *one* year in the Americas, *two* years in the EMEA, and *one* to *three*years in the APAC. Warranty costs are reflected in the consolidated statements of operations and comprehensive loss as a component of costs of revenue. The current portion of the device warranty liability is classified as a component of Accrued liabilities, while the long-term portion of the device warranty liability is classified as a component of Other non-current liabilities in the consolidated balance sheets. A reconciliation of the changes in the device warranty liability for the years ended *December 31, 2025*and *2024*is as follows:
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Balance at beginning of the period | | $ | 655 | | | $ | 566 | | |
| Additions for estimated future expense | | | 468 | | | | 730 | | |
| Incurred costs | | | (671 | ) | | | (641 | ) | |
| Balance at end of the period | | $ | 452 | | | $ | 655 | | |
| | | | | | | | | | |
| Current portion | | $ | 363 | | | $ | 474 | | |
| Long-term portion | | | 89 | | | | 181 | | |
| Total | | $ | 452 | | | $ | 655 | | |
**8. Goodwill and Intangible Assets**
On *December 5, 2022,*the Company acquired the Human Motion Control ("HMC") business unit from Parker Hannifin Corporation ("Parker") (together, the "HMC Acquisition"). The assets acquired from the business unit included intellectual property rights associated with the Ekso Indego Personal, Ekso Indego Therapy, Nomad, and future potential products in the orthotics and prosthetics space.
**Goodwill**
The Company accounted for the acquisition as a business combination in accordance with ASC *805,* Business Combinations, by applying the acquisition method, and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the purchase price over the net assets acquired of $431 was recorded as goodwill. The goodwill recognized is attributed primarily to expected synergies of HMC with the Company.
The Company determined no impairment existed for goodwill forthe years ended *December 31, 2025*and*2024.*
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**Intangible Assets**
The following table summarizes the components of gross intangible assets, accumulated amortization, and net carrying values for definite- and indefinite-lived intangible asset balances as of *December 31, 2025*and *2024*.
| | | December 31, 2025 | | | December 31, 2024 | | |
| | | Gross Carrying Amount | | | Accumulated Amortization | | | Impairment | | | Net Carrying Amount | | | Gross Carrying Amount | | | Accumulated Amortization | | | Impairment | | | Net Carrying Amount | | |
| Developed technology | | $ | 2,310 | | | $ | (887 | ) | | | | | | $ | 1,423 | | | $ | 2,310 | | | $ | (598 | ) | | $ | | | | $ | 1,712 | | |
| Trade name | | | 2,310 | | | | N/A | | | | (570 | ) | | | 1,740 | | | | 2,310 | | | | N/A | | | | | | | | 2,310 | | |
| Intellectual property | | | 460 | | | | (29 | ) | | | (180 | ) | | | 251 | | | | 460 | | | | (6 | ) | | | | | | | 454 | | |
| Customer relationships | | | 140 | | | | (54 | ) | | | | | | | 86 | | | | 140 | | | | (36 | ) | | | | | | | 104 | | |
| Total intangible assets | | $ | 5,220 | | | $ | (970 | ) | | $ | (750 | ) | | $ | 3,500 | | | $ | 5,220 | | | $ | (640 | ) | | $ | | | | $ | 4,580 | | |
Definite-lived intangible assets are amortized over their estimated lives using the straight-line method, which is estimated as eightyears for developed technology, 12years for intellectual property, and eightyears for customer relationships. The acquired trade name was estimated to have an indefinite life, and consequently, *no* amortization expense was recorded.
In the *fourth* quarter of *2025,* the Company completed its annual quantitative impairment analysis for its indefinite-lived trade name and finite-lived intangible assets. The quantitative impairment analysis for the Company's trade name asset consists of a comparison of the fair value of the asset to the carrying value of the asset as of the impairment testing date. The Company estimates the fair value of the trade name asset using the relief-from-royalty method, a form of the income approach, which the Company believes is an appropriate and widely used valuation method of such assets in nature. The trade name asset represents the Company's identity and brand recognition associated with the products acquired in the HMC Acquisition.The valuation method is based on the assumption that, in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of the asset class.Significant estimates in valuing the Company's trade name assetinclude, but are *not* limited to, the amount and timing of projected future cash flows based on expected future growth rates and margins, discount rate used to determine the present value of these cash flows,and royalty rate for similar brand licenses. The fair value derived from the relief-from-royalty method is measured as the discounted cash flow savings realized from owning such trade names and *not* being required to pay a royalty for their use. Based on the impairment test completed, the Company concluded that the carrying value of the trade name asset exceeded itsestimated fair value due to downward revisions to the Company's short-term and long-termrevenue forecasts, and as a result, recognized a $570 impairmentloss for its trade name asset in the period, which reduced theasset balance to $1,740 as of *December 31, 2025.*The impairment loss is included as a component of operating expenses, under the caption "Salesand marketing," in the consolidated statement of operations and comprehensive loss for the yearended *December**31,* *2025.*
Based on the impairment tests completed in the *fourth* quarter of *2025* for the Company's finite-lived intangible assets, including its developed technology assets, the Company concluded thatthe estimated fair value of such assets exceeded its carrying value, and as a result, *no* impairment loss was recognized in the period.
The Company had a Knee License Agreement with Vanderbilt University ("Vanderbilt") to maintain exclusive rights to patents on the Company's behalf (the "License Agreement"). On *April 16, 2025,*the Company executed a Termination Agreement with Vanderbilt of the License Agreement (the "Termination Agreement"). Per the Termination Agreement, the Company is *no* longer required to pay 3.75% of net sales for its Swing-Assist Microprocessor-Controlled Knee ("SA-MPK") licensed patent products and a minimum annual royalty of $75 due on or before *July 31, 2028*and $100 per year thereafter until *February 15, 2041.*Under the Termination Agreement, should, to the extent Vanderbilt successfully licenses the rights of the SA-MPK technology to a *third*-party, Vanderbilt will pay the Company 50% of Vanderbilt's share of any net revenues attributable to the rights received from such future license agreement until $100 has been paid to the Company. As a result of the overall uncertainty of the future revenues, the Company performed an impairment assessment of the intangible asset as of *March 31, 2025.*In estimating the fair value of the asset, the Company utilized the undiscounted cash flow model, dependent on the primary assumption of forecasted revenues from the quoted market price of the Termination Agreement, which led to a $180 impairment loss recognized for the asset in the period, and reduced the asset balance to $0. The impairment loss is included as a component of operating expenses, under the caption "General and administrative," in the consolidated statement of operations and comprehensive loss for the yearended *December**31,* *2025.*
The Company determined no impairment existed for itsdefinite- and indefinite-livedintangible assets for the yearended *December 31,**2024*.
The estimated future amortization expenses related to definite-lived intangible assets as of *December 31, 2025*wereas follows:
| Fiscal Year | | Amount | | |
| 2026 | | $ | 330 | | |
| 2027 | | | 330 | | |
| 2028 | | | 330 | | |
| 2029 | | | 330 | | |
| 2030 | | | 307 | | |
| Thereafter | | | 133 | | |
| Total | | $ | 1,760 | | |
Amortization expense related to the acquired definite-lived intangible assets was $330and $312for the years ended *December 31, 2025* and *2024*, respectively, and was included as a component of operating expenses and cost of revenue in theconsolidated statement of operations and comprehensive loss.
**9. Notes Payable, net**
**B. Riley Promissory Note**
On *September 12, 2025,*the Company entered into a Secured Promissory Note and Security Agreement (the B. Riley Promissory Note) with B. Riley Commercial Capital, LLC ("B. Riley") as lender. The B. Riley Promissory Note provides for a secured term loan in an aggregate principal amount of up to $2,000. The Company usedthe net proceeds from the B. Riley Promissory Note for working capital for operations and other general corporate purposes. The loan matures on the earlier of the receipt of at least $2,400 in net proceeds from the sale of the equity interests of the Company from new equity investors (a Qualified Financing) or *September 14, 2026 (*the Maturity Date). Borrowings under the B. Riley Promissory Note bear interest at the rate of 10% per annum, which shall be payable in full on the Maturity Date. On the Maturity Date, the Company shall pay to B. Riley an exit fee in the amount of 10% of the original principal amount of the loan, which shall in the aggregate be $200 (the Exit Fee). The Company *may*prepay the obligations under the B. Riley Promissory Note at any time in whole or in part. In connection with such prepayment, the Company must pay all accrued but unpaid interest on such portion of the principal prepaid, all interest that would have accrued through the Maturity Date on such principal amount prepaid and the portion of the Exit Fee applicable to such principal amount prepaid. B. Riley *may*elect to convert the obligations under the B. Riley Promissory Note, including the principal, interest, and Exit Fee, into equity securities of the Company in connection with a Qualified Financing at the purchase price per share paid by the lead investor thereunder.
The obligations under the B. Riley Promissory Note are required to be guaranteed by Ekso Bionics, Inc., a Delaware corporation and subsidiary of the Company (the "Subsidiary"), and secured by substantially all of the personal property of the Company and the Subsidiary. The B. Riley Promissory Note also contains customary affirmative and negative covenants, including negative covenants limiting the ability of the Company and the Subsidiary to, among other things, incur debt, grant liens, dispose of assets, and make certain restricted payments, in each case, subject to limitations and exceptions set forth in the B. Riley Promissory Note. As of *December**31,* *2025,* the Company was compliant with all covenants.
The B. Riley Promissory Note contains various customary events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, cross default to contractual obligations, occurrence of a material adverse effect, bankruptcy and insolvency events, material judgments, and events constituting a change of control, subject to thresholds and cure periods as set forth in the B. Riley Promissory Note. Upon the occurrence and during the continuance of an event of default, B. Riley *may*accelerate the Companys obligations under the B. Riley Promissory Note (including the Exit Fee and all interest that would have been due on the Maturity Date) and *may*exercise certain other rights and remedies provided for under the B. Riley Promissory Note, the other loan documents and applicable law. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the B. Riley Promissory Note at a per annum rate equal to 5% above the otherwise applicable interest rate.
The Company recorded the B. Riley Promissory Note of $2,000 in its consolidated balance sheets under the caption Convertible promissory note, net.
The Company recognized $76 in debt issuance costs, which were recorded as a discount to the Convertible promissory note.
The following table presents the principal amount, debt discount, and carrying value of the Company's B. Riley Promissory Note as of *December 31, 2025,*which were classified as current:
| | | December 31, 2025 | | |
| Principal | | $ | 2,000 | | |
| Less: unamortized debt premium and Exit Fee | | | 8 | | |
| Net carrying amount | | $ | 2,008 | | |
The effective interest rate for the period from the date of issuance through *December 31, 2025*was 23.4%. The debt issuance costs are amortized to interest expense using the effective interest method over the life of the loan. Since the Exit Fee is mandatory, it was included in the cash flows used to apply the effective interest method and will result in an additional liability of $200 upon loan repayment. The following table sets forth the total interest expense recognized for the yearended *December 31, 2025:*
| | | Year Ended | | |
| | | December 31, 2025 | | |
| Contractual interest expense | | $ | 60 | | |
| Accretion of debt discount and Exit Fee | | | 83 | | |
| Total interest expense | | $ | 143 | | |
As of *December 31, 2025,*the B. Riley Promissory Note had accrued interest of $60.
The Company evaluated the B. Riley Promissory Note and determined that certain redemption features met the definition of an embedded derivative liability that are required to be bifurcated from the host instrument. However, since the conversion option did *not* include a discount on the price per share or have a fixed conversion price, and the full interest and Exit Fee are guaranteed regardless of the timing of the event, the fair value of the compound embedded derivative was determined to have *no* value. Therefore, *no* derivative liability was recorded.
**BoC Term Loan**
In *August 2020,*the Company entered into a loan agreement (the "BoCLoan Agreement") withPacific Western Bank, which merged with the Banc of California (the "Lender") in *2024.* The Companyreceived a loan in the principal amount of $2,000 (the "BoCTerm Loan") that bore interest on the outstanding daily balance at a rate equal to the greater of: (a) 0.50% above the variable rate of interest announced by the Lender as its prime rate then in effect; or (b) 4.50%. The BoCLoan Agreement created a *first* priority security interest with respect to substantially all assets of the Company, including proceeds of intellectual property, but expressly excluding intellectual property itself.
The Company was required to pay accrued interest on the current loan on the *13th* day of each month through and including *August 13, 2023,*at which time the unpaid principal and accrued and unpaid interest was due and payable in full. On *August 17, 2023,*the Company entered into an amendment to the BoCLoan Agreement, extending the maturity date to *August 13, 2026*with interest-only payments until such date, having daily borrowings bearing interest at a variable annual rate equal to the greater of the Lender's "prime rate" then in effect and 4.50%, and caused the Company to maintain all of its depository, operating, and investment accounts with the Lender. The Company determined this amendment constituted a loan modification under ASC *470,* and used the updated imputed interest rate to recalculate debt discounts, debt issuance costs and final payment to be amortized over the new term.
On *September 12, 2025,*in connection with the entry into the B. Riley Promissory Note, the Company paid off all obligations under and terminated the BoC Loan Agreement. The BoC Loan Agreement contained a liquidity covenant, which required that the Company maintain cash in accounts of the Lender or subject to control agreements in favor of the Lender in an amount equal to at least the outstanding balance of the BoC Term Loan, which was $2,000. It also contained a primary depository covenant, which restricted the Company from having more than $1,000 held in subsidiary bank accounts outside of the United States. As of *September 12, 2025,*these covenants were terminated.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
The debt issuance costs and debt discounts combined with the stated interest resulted in an effective interest rate of 7.21% and 8.55% for the years ended *December 31, 2025*and *2024*, respectively. The debt issuance costs and debt discounts wereamortized to interest expense using the effective interest method over the life of the loan. Interest expense for the BoCTerm Loan totaled $108and $171for the years ended *December 31, 2025*and *2024*, respectively.
**Parker Hannifin Promissory Note**
In connection with the HMC Acquisition, on *December 5, 2022,*the Company delivered a $5,000 unsecured, subordinated promissory note (the "Parker Hannifin Promissory Note") to Parker. The Parker Hannifin Promissory Note, which is subordinate to the B. Riley Promissory Note, bears no interest with principal payable in sixteen equal installments due on the last day of each quarter, which commencedon *December 31, 2023*and matureson *September 30, 2027.*
The Parker Hannifin Promissory Note, upon the occurrence of an event of default, allows for the levying of interest equal to the lesser of (a) 5% per annum and (b) the maximum interest rate permitted under applicable law on the then entire outstanding principal balance, and also for the acceleration of all outstanding liabilities and obligations, making them immediately payable. Under the terms of the Parker Hannifin Promissory Note, the following occurrences constitute a default, and could, upon written notice or declaration by Parker, allow for the levying of interest and or the acceleration of principal outstanding: (i) failure to pay any amount of the principal when due and payable, (ii) the dissolution of the Company (including the declaration of bankruptcy), and (iii) the acquisition of the Company by another entity or the sale of substantially all of its assets to another entity.
The Company recorded the Parker Hannifin Promissory Note of $4,055 in its consolidated balance sheets under the captions Notes payable, current and Notes payable, net, estimating an implicit discount rate of 7.5% via reference to the interest charged on the Company's BoCTerm Loan and other relevant economic factors present at the execution date of the Parker Hannifin Promissory Note. The amortization of debt discounts resulted in an effective interest rate of 7.93% and 7.79% for the years ended *December 31, 2025*and *2024,* respectively.The debt discount is amortized to interest expense using the effective interest method over the life of the loan. Interest expense on the Parker Hannifin Promissory Note was $190and $271for the years ended *December 31, 2025*and *2024,* respectively.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
The following table presents scheduled principal payments of the Parker Hannifin Promissory Note as of *December 31, 2025*:
| Period | | Amount | | |
| 2026 | | $ | 1,250 | | |
| 2027 | | | 937 | | |
| Total principal payments | | | 2,187 | | |
| Less debt discount | | | (139 | ) | |
| Note payable, net | | $ | 2,048 | | |
| | | | | | |
| Current portion | | | 1,250 | | |
| Long-term portion | | | 798 | | |
| Note payable, net | | $ | 2,048 | | |
**10. Lease Obligations**
The Company'soperating lease agreement for itsheadquarters and manufacturing facility in San Rafael, California (the "San Rafael Lease") commenced in *July 2022*and expiresin *November**2026,* and it provides the Company with the option to renew for an additional three-year period at the prevailing market rate at the time of extension.
TheSan Rafael Lease constitutes an operating lease under ASC *842,* and the Company estimates the lease term as *July 2022*through *November**2026.* The option to extend for a three-year period lacks significant economic incentives and disincentives, which would make exercise reasonably certain. Fixed lease payments for identified lease components over the identified term have been discounted at the Company's estimated incremental borrowing rate as of the date of contract execution and are reflected in the consolidated balance sheets under the captions Lease liabilities, current and Lease liabilities, and the corresponding right of use asset is reflected in the consolidated balance sheets under the caption Right-of-use assets. Non-lease components, such as common area maintenance costs, are excluded from the lease liability calculation and expensed as incurred. The Company records a straight-line monthly rent expense for the San Rafael Lease equal to the sum of all fixed lease payments divided by the number of months in the lease term.
The Company's operating lease agreement for its servicefacility in Brecksville, Ohio (the "Ohio Lease") commenced in *June 2024*and expires in *July 2027,*and it provides the Company with the option to renew for an additional three-year period at the prevailing market rate at the time of extension. In *July 2024,*the Company relocated from its Macedonia, Ohio facility to the new Brecksville, Ohio facility.
The Company has determined that the Ohio Lease constitutes an operating lease under ASC *842* and estimates the lease term as *July 2024*through *July 2027.*The option to extend for a *three*-year period lacks significant economic incentives and disincentives, which would make exercise reasonably certain. Fixed lease payments for identified lease components over the identified term were discounted at the Company's estimated incremental borrowing rate as of the date of contract execution and are reflected in theconsolidated balance sheets under the captions Lease liabilities, current and Lease liabilities, and the corresponding right of use asset is reflected in the consolidated balance sheets under the caption Right-of-use assets. Non-lease components, such as operating costs, are excluded from the lease liability calculation and expensed as incurred. The Company records a straight-line monthly rent expense for the Ohio Lease equal to the sum of all fixed lease payments divided by the number of months in the lease term.
In *March 2025,*the Company entered into an operating lease agreement for its new distribution and service facility in Ratingen, Germany (the "Ratingen Lease"), which commenced in *May 2025*and expires in *April 2030.*In *May 2025,*the Company moved its administrative office from Hamburg, Germany, which serves EMEA, to this new facility.
The Ratingen Lease constitutes a lease under ASC *842,* and the Company estimates the lease term as *May 2025*through *April 2030.*Fixed lease payments for identified lease components over the identified term were discounted at the Company's estimated incremental borrowing rate and are reflected in theconsolidated balance sheets under the captions Lease liabilities, current and Lease liabilities, and the corresponding right of use asset is reflected in the consolidated balance sheets under the caption Right-of-use assets. Non-lease components, such as common area maintenance costs, are excluded from the lease liability calculation and expensed as incurred. The Company records a straight-line monthly rent expense for this lease equal to the sum of all fixed lease payments divided by the number of months in the lease term.
The Company's operating lease agreement for the formeroffice in Hamburg, Germany (the "Hamburg Lease") commenced in*May**2022* and expiredin*June**2025.*
TheHamburg Leaseconstituteda lease under ASC *842,* and the Company estimated the lease term as *May 2022*through *June 2025.*Fixed lease payments for identified lease components over the identified term werediscounted at the Company's estimated incremental borrowing rate and are reflected in theconsolidated balance sheets under the captions Lease liabilities, current and Lease liabilities, and the corresponding right of use asset is reflected in the consolidated balance sheets under the caption Right-of-use assets. Non-lease components, such as common area maintenance costs, wereexcluded from the lease liability calculation and expensed as incurred. The Company recordeda straight-line monthly rent expense for this lease equal to the sum of all fixed lease payments divided by the number of months in the lease term.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
The Companys future lease payments as of *December 31, 2025*,which are presented as Lease liabilities, current and Lease liabilities on the Companys consolidated balance sheets, are as follows:
| | | Operating | | |
| Period | | Leases | | |
| 2026 | | $ | 467 | | |
| 2027 | | | 78 | | |
| 2028 | | | 37 | | |
| 2029 | | | 37 | | |
| 2030 | | | 11 | | |
| Total lease payments | | | 630 | | |
| Less: imputed interest | | | (42 | ) | |
| Present value of lease liabilities | | $ | 588 | | |
| | | | | | |
| Lease liabilities, current | | $ | 441 | | |
| Lease liabilities | | | 147 | | |
| Total lease liabilities | | $ | 588 | | |
| | | | | | |
| Weighted-average remaining term (in years) | | | 1.8 | | |
| Weighted-average discount rate | | | 8.3 | % | |
Lease expense under the Companys operating leases was $611and $588, for the years ended *December 31, 2025*and *2024*, respectively.
**11. Employee Benefit Plan**
The Company administers a *401*(k) retirement plan (the *"401*(k) Plan"), in which all employees are eligible to participate. Each eligible employee *may*elect to contribute to the *401*(k) Plan. The Company madematching contributions in the form of shares of the Company's common stock to the *401*(k) Plan in an amount equal to 50% of employee contributions (up to the statutory limit), subsequent to year-end. During the years ended *December 31, 2025*and *2024,* the Company issued *37*and *11*shares of common stock with a fair value of $236and $237, respectively, to eligible employees deferral accounts for the *401*(k) Plan matching contribution, representing 50% of each eligible employees elected deferral (up to the statutory limit) for the years ended *December 31, 2025*and *2024.*The expense for the *401*(k) Plan share matchingwas $151and $257for the years ended *December 31, 2025*and *2024*, respectively.
**12. Capitalization and Equity Structure**
**Reverse Stock Split**
Before the opening of the stock market on *June 2, 2025,*the Company effected a *1*-for-15 reverse split of its common stock (the "Reverse Stock Split"). As a result, all common stock share amounts included in this filing have been retroactively reduced by a factor of fifteen, rounded up to the nearest whole share, and all common stock per share amounts have been increased by a factor of fifteen, with the exception of the Company's common stock par value and the Company's authorized shares. Amounts affected include common stock outstanding, restricted stock units, common stock underlying stock options, and warrants.
As previously disclosed, on *December 12, 2024,*the Company received a written notice from the Nasdaq Listing Qualifications staff of the Nasdaq Stock Market LLC (Nasdaq) informing the Company that because the minimum bid price for the Companys common stock listed on the Nasdaq Capital Market was below *$1.00* per share over the previous *30* consecutive business days, the Company did *not* meet the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule *5550*(a)(*2*) (the "Minimum Bid Price Requirement"). The Reverse Stock Split was effected in order to raise the per share trading price of the Company's common stock above *$1.00* and regain compliance with the Minimum Bid Price Requirement. On *June 13, 2025,*the Company regained compliance with the Minimum Bid Price Requirement.
***Summary***
The Companys authorized capital stock as of*December 31, 2025* consisted of 141,429 shares of common stock and 10,000 shares of preferred stock. As of *December 31, 2025*and *2024,* there were 3,559and 1,480 shares of common stock issued andoutstanding, respectively, and no shares of preferred stock issued and outstanding.
***Common Stock***
The holders of outstanding shares of common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the Board of Directors *may*determine. Holders of common stock are entitled to *one* vote for each share held on all matters submitted to a vote of stockholders. There is *no* cumulative voting for the election of directors. The common stock is *not* entitled to preemptive rights and is *not* subject to conversion or redemption. Upon liquidation, dissolution or winding up of the Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors. Each outstanding share of common stock is duly and validly issued, fully paid, and non-assessable.
***October 2025 Offering***
On *October 30, 2025,*the Company issued and sold an aggregate of 769shares of itscommon stockin a registered direct offering (the *October 2025*Offering) at an offering price of $4.81 per share. The Company received net proceeds of approximately $3,231 in the *October 2025*Offering,after deducting the placement agent fees and offering expenses paid by the Company. The Company usedthe net proceeds from the *October 2025*Offering for general corporate purposes, which includedresearch and development activities, selling, general and administrative costs, pursuing strategic initiatives, and meeting its otherworking capital needs.
On *October 30, 2025,*in connection with the *October 2025*Offering, the Company issued to Lake Street Capital Markets, LLC a warrant (the *October 2025*Placement Agent Warrant) to purchase up to 15shares of the Company's common stock, at an exercise price equal to $4.81 per share.
***March 2025 Inducement Warrant Transaction***
On *March 17, 2025,*the Company entered into a warrant inducement agreement (the Inducement Agreement) with an existing holder (the Investor) of *one* of the Companys Series A common stock purchase warrants and *one* of the Company's Series B common stock purchase warrants (collectively, the Existing Investor Warrants) that the Company issued as part of the *September 2024*Offering (as defined below), pursuant to which, among other things, the Investor exercised for cash its Existing Investor Warrants to purchase an aggregate of 653 shares (the Existing Investor Warrant Shares) of common stock at a reduced exercise price of $6.36 per share (the Inducement Exercise). In consideration for exercising the Existing Investor Warrants, the Company issued to the Investor a new common stock purchase warrant to purchase up to an aggregate of 700 shares of common stock (such warrant, the Inducement Warrant and such shares of common stock issuable upon exercise thereof, the Inducement Warrant Shares) (collectively, the *"March 2025*Inducement Warrant"). The Inducement Warrant became exercisable on *May 16, 2025,*the date the Company received approval from the Companys stockholders (the Stockholder Approval Date) in accordance with the applicable rules and regulations of The Nasdaq Capital Market, and *may*be exercised following such date through *May 16, 2030,*at an exercise price of $6.36 per share. The Company received net proceeds of approximately $3,853 from the *March 2025*Inducement Warrant, after deducting the transaction expenses paid by the Company. The Company usedthe net proceeds from the *March 2025*Inducement Warrant for general corporate purposes, which included growth and expansion of the Company's Personal Health products as the Company workedto increase its revenue following the establishment of Medicare CMS reimbursement of the Ekso Indego Personal device, research and development activities, selling, general and administrative costs, pursuing strategic initiatives, and meeting its other working capital needs.
**September 2024 Offering**
On *August 29, 2024,*the Company entered into an underwriting agreement with Craig-Hallum Capital Group LLC as underwriter (the "Underwriter") pursuant to which the Company issued and sold, in a firm commitment underwritten public offering (the *"September 2024*Offering"), 207shares of common stock, a Pre-Funded Warrant to purchase 193shares of common stock (the "Pre-Funded Warrant"), Series A Warrants to purchase an aggregate of 400shares of common stock (the "Series A Warrants"), and Series B Warrants to purchase an aggregate of 400shares of common stock (the "Series B Warrants"). The *September 2024*Offering closed on *September 3, 2024.*The Company received net proceeds of approximately $5,003in the *September 2024*Offering, after deducting the underwriting discount and commissions and offering expenses paid by the Company.
**January 2024 Offering**
On *January 10, 2024,*the Company entered into a securities purchase agreement with certain institutional investors to sell an aggregate of 198shares of the Companys common stock in a registered direct offering (the *January 2024*Offering) at an offering price of $23.25per share. The net proceeds of the *January 2024*Offering were approximately $3,932 after deducting placement agent fees and offering expenses paid by the Company.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**At the Market Offering**
In *October 2020,*the Company entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC (the "Agent"), under which the Company *may*issue and sell shares of its common stock, from time to time, to or through the Agent. Offers and sales of shares of common stock by the Company through the Agent *may*be made by any method deemed to be an at the market offering as defined under SEC Rule *415* or in privately negotiated transactions, subject to certain conditions. Such shares *may*be offered pursuant to the registration statement on Form S-*3* (File *No.* *333*-*272607*) (the Registration Statement), which was declared effective by the SEC on *June 20, 2023,*and a related prospectus supplement filed with the SEC on *July 28, 2023(*the ATM Prospectus). Pursuant to the Registration Statement and the ATM Prospectus, shares having an aggregate offering price of up to $5,000 *may*be offered and sold, subject to certain SEC rules limiting the amount of shares of the Companys common stock that *may*be sold by the Company under the Registration Statement.During the year ended *December 31, 2025*, the Company sold 238 shares of common stockunder the ATM Agreement at an average price of $4.34, for aggregate proceeds of $867, net of commission and issuance costs. On *October 28, 2025,*the Company terminated the ATM Prospectus. As a result, the Companyexpenseddeferred issuance costs of $125 related to the ATM Agreement during the year ended *December 31, 2025.*During the year ended *December 31, 2024,*the Company sold 7shares of common stockunder the ATM Agreement at an average price of $21.41, for aggregate proceeds of $85, net of commission and issuance costs.
**Preferred Stock**
The Company *may*issue shares of preferred stock from time to time in *one* or more series, each of which will have such distinctive designation or title as shall be determined by its Board of Directors and will have such voting powers, full or limited, or *no* voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as *may*be adopted from time to time by the Board of Directors.
**Warrants**
Warrants outstanding as of *December 31, 2025* and *2024* were as follows:
| | | Exercise | | | Remaining term | | | | | | | | | | | | | | | | | | | | | | |
| Source | | Price | | | (Years) | | | December 31, 2024 | | | Issued | | | Expired | | | Exercised | | | December 31, 2025 | | |
| Oct 2025 Placement Agent Warrant | | $ | 4.81 | | | | 4.8 | | | | | | | | 15 | | | | | | | | | | | | 15 | | |
| Inducement Warrant * | | $ | 6.36 | | | | 4.2 | | | | | | | | 700 | | | | | | | | | | | | 700 | | |
| Pre-Funded Warrant | | $ | | | | | | | | | 171 | | | | | | | | | | | | (171 | ) | | | | | |
| Series A Warrants | | $ | 15.00 | | | | 3.7 | | | | 400 | | | | | | | | | | | | (327 | ) | | | 73 | | |
| Series B Warrants | | $ | 15.00 | | | | | | | | 400 | | | | | | | | (73 | ) | | | (327 | ) | | | | | |
| 2021 Warrants | | $ | 192.19 | | | | 0.1 | | | | 18 | | | | | | | | | | | | | | | | 18 | | |
| June 2020 Investor Warrants | | $ | 77.70 | | | | | | | | 9 | | | | | | | | (9 | ) | | | | | | | | | |
| June 2020 Placement Agent Warrants | | $ | 84.65 | | | | | | | | 3 | | | | | | | | (3 | ) | | | | | | | | | |
| December 2019 Warrants | | $ | 121.50 | | | | | | | | 37 | | | | | | | | (37 | ) | | | | | | | | | |
| | | | | | | | | | | | 1,038 | | | | 715 | | | | (122 | ) | | | (825 | ) | | | 806 | | |
(*) The Inducement Warrant became exercisable upon the Stockholder Approval Date and *may*be exercised following such date through *May 16, 2030.*
825 warrants were exercised during the yearended*December 31, 2025*,compared to 22warrants exercised during the same period of*2024*. The weighted average exercise price of the warrants outstanding as of *December 31, 2025* was $11.31.
**October2025Warrants**
In *October 2025,*the Company issued the*October 2025*Placement Agent Warrant, exercisable for up to 15shares of the Companys common stock at an exercise price of $4.81 per share. The *October 2025*Placement Agent Warrantwas exercisable immediatelyandexpire on *October 30, 2030.*
The *October 2025*Placement Agent Warrant *may*be exercised, at the holder's discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there is *not* an effective registration statement registering, or the prospectus contained therein is *not* available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of common stock determined according to the formula set forth in the *October 2025*Placement Agent Warrant. However, a holder will *not* be entitled to exercise any portion of the *October 2025*Placement Agent Warrant if the holder's ownership of the Company's common stock would exceed 4.99% (the "Beneficial Ownership Limitation"). The holder, upon notice to the Company, *may*increase the Beneficial Ownership Limitation to 9.99%, which increase shall *not* be effective until the *61st* day after such notice is delivered to the Company.
In the event the Company enters into a Fundamental Transaction, as defined in the *October 2025*Placement Agent Warrant, theholderof the *October 2025*Placement Agent Warrant will be entitled to receive, upon exercise of thesewarrants, the kind of amounts of securities, cash, or other property that the holder would have received had they exercised these warrants immediately prior to such Fundamental Transaction without regard to the Beneficial Ownership Limitation contained in the *October 2025*Placement Agent Warrant.
The *October 2025*Placement AgentWarrant is classified as a component of stockholders equity within additional paid-in capital and wasrecorded at the *October 2025*Offeringissuance date. The *October 2025*Placement AgentWarrant isequity classified because it(i) is afreestanding financial instrumentthat islegally detachable and separately exercisable from the equity instruments, (ii) isimmediately exercisable, (iii) does *not* embody an obligation for the Company to repurchase its shares, (iv) permits the holderto receive a fixed number of shares of common stock upon exercise, (v) isindexed to the Companys common stock, and (vi) meets the equity classification criteria. In addition, such *October 2025*Placement Agent Warrantdoes *not* provide any guarantee of value or return.
**March 2025 Inducement Warrant**
In
*March 2025,*the Company issued the Inducement Warrant to purchase up to an aggregate of
700 shares of common stock at an exercise price of
$6.36 per share. The Inducement Warrant became exercisable upon the Stockholder Approval Date and
*may*be exercised following such date through
*May 16, 2030.*
The Inducement Warrant *may*be exercised, at the holders discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there is *not* an effective registration statement registering, or the prospectus contained therein is *not* available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Inducement Warrant. However, a holder will *not* be entitled to exercise any portion of the Inducement Warrant if the holders ownership of the Companys common stock would exceed the Beneficial Ownership Limitation. The holder, upon notice to the Company, *may*increase the Beneficial Ownership Limitation to 9.99%, which increase shall *not* be effective until the *61st* day after such notice is delivered to the Company.
In the event the Company enters into a Fundamental Transaction, as defined in the Inducement Warrant, the holder will be entitled to receive, upon exercise of the Inducement Warrant, the kind of amounts of securities, cash, or other property that the holders would have received had they exercised these warrants immediately prior to such Fundamental Transaction without regard to the Beneficial Ownership Limitation contained in the Inducement Warrant. In addition, upon a Fundamental Transaction, subject to certain limitations and exceptions, the holder of the Inducement Warrant *may*put the Inducement Warrant back to the Company for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Inducement Warrant, however, if such Fundamental Transaction is *not* considered within control of the Company, and *not* approved by the Company's Board of Directors, then the holder of the Inducement Warrant would *not* be able to put the Inducement Warrant back to the Company for cash.
The Inducement Warrant is classified as a component of stockholders equity within additional paid-in capital and was recorded at the *March 2025*Inducement Warrant issuance date. The Inducement Warrant is equity classified because it (i) is a freestanding financial instrument that is legally detachable and separately exercisable from the equity instruments, (ii) is immediately exercisable upon stockholder approval, (iii) does *not* embody an obligation for the Company to repurchase its shares, (iv) permits the holders to receive a fixed number of shares of common stock upon exercise, (v) is indexed to the Companys common stock, and (vi) meets the equity classification criteria. In addition, the Inducement Warrant does *not* provide any guarantee of value or return.
**September 2024 Warrants**
In *September 2024,*the Company issued the Pre-Funded Warrant to purchase 193shares of common stock, with an exercise price of $0.001 per share, for $2,897 in aggregate cash proceeds, which represents the *September 2024*Offering price for the Company's common stock of $15.00, less the per share exercise price. The Pre-Funded Warrant was fully exercised as of *March 31, 2025.*
In *September 2024,*the Company issued the Series A Warrants, which wereexercisable for an aggregate of up to 400 shares of the Companys common stock at an exercise price of $15.00 per share. The Series A Warrants were exercisable immediately and expire on *September 4, 2029.*
In *September 2024,*the Company issued the Series B Warrants, which are exercisable for an aggregate of up to 400 shares of the Companys common stock at an exercise price of $15.00 per share. The Series B Warrants were exercisable immediately and expired on *September 3, 2025.*
TheSeries A Warrants*may*be exercised, at the holders discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there is *not* an effective registration statement registering, or the prospectus contained therein is *not* available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Series A Warrant. However, a holder will *not* be entitled to exercise any portion of the Series AWarrants if the holders ownership of the Companys common stock would exceed the Beneficial Ownership Limitation. The holder, upon notice to the Company, *may*increase the Beneficial Ownership Limitation to 9.99%, which increase shall *not* be effective until the *61st* day after such notice is delivered to the Company.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
In the event the Company enters into a Fundamental Transaction, as defined in the Series AWarrant, theholders of the Series A Warrants will be entitled to receive, upon exercise of these warrants, the kind of amounts of securities, cash, or other property that the holders would have received had they exercised these warrants immediately prior to such Fundamental Transaction without regard to the Beneficial Ownership Limitation contained in the Series AWarrant. In addition, upon a Fundamental Transaction, subject to certain limitations and exceptions, the holder of the Series A Warrant *may*put the warrant back to the Company for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Series A Warrant, however, if such Fundamental Transaction is *not* considered within control of the Company, and *not* approved by the Company's Board of Directors, then the holder of the Series A Warrant would *not* be able to put the Series A Warrant back to the Company for cash.
The Series AWarrants are, and the Series B Warrants were,classified as a component of stockholders equity within additional paid-in capital and were recorded at the *September 2024*Public Offering issuance date. The Series AWarrants are, and the Series B Warrants were,equity classified because they (i) are freestanding financial instruments that werelegally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do *not* embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Companys common stock, and (vi) meet the equity classification criteria. In addition, such Series A Warrants do *not* provide any guarantee of value or return.
**2021 Warrants**
In *February 2021,*the Company issued warrants (the *"2021* Warrants"), exercisable for up to 18shares of the Companys common stock at an exercise price of $192.19per share. The *2021* Warrants were exercisable immediatelyandexpire on *February 11, 2026.*The *2021* Warrants*may*be exercised, at the holders discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there is *not* an effective registration statement registering, or the prospectus contained therein is *not* available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the *2021* Warrant. However, a holder will *not* be entitled to exercise any portion of the *2021* Warrants if the holders ownership of the Companys common stock would exceed the Beneficial Ownership Limitation. The holder, upon notice to the Company, *may*increase the Beneficial Ownership Limitation to 9.99%, which increase shall *not* be effective until the *61st* day after such notice is delivered to the Company.
The *2021* Warrants will be automatically exercised on a cashless basis on their expiration date.The *2021* Warrants also contain a put option, under which, if the Company enters into a Fundamental Transaction, as defined in the *2021* Warrants, the Company or any successor entity will, at the option of a holder of a *2021* Warrant, exercisable concurrently with or at any time within *30* days after the consummation of such Fundamental Transaction, purchase such holders *2021* Warrant by paying to such holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such holders *2021* Warrant within *five* trading days after the notice of exercise by the holder of the put option. Because of this put-option provision, the *2021* Warrants are classified as a liability and are marked to market at each reporting date.
The warrant liability related to the *2021* Warrants is measured at fair value upon issuance and at each reporting date using certain estimated inputs, which are classified within Level *3* of the fair value hierarchy. The following assumptions were used in the Black-Scholes Model to measure the fair value of the *2021* Warrants:
| | | December 31, 2025 | | | December 31, 2024 | | |
| Current share price | | $ | 8.64 | | | $ | 9.15 | | |
| Conversion price | | $ | 192.19 | | | $ | 192.19 | | |
| Risk-free interest rate | | | 3.73 | % | | | 3.94 | % | |
| Expected term (years) | | | 0.11 | | | | 1.11 | | |
| Volatility of stock | | | 211.0 | % | | | 106.7 | % | |
**June 2020 Investor Warrants**
In *June 2020,*the Company issued warrants (the *"June 2020*Investor Warrants"), exercisable for up to 58shares of the Companys common stock at an exercise price of $77.70 per share. The *June 2020*Investor Warrants were immediately exercisableand expired on *December 10, 2025.*
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
The warrant liability related to the *June 2020*Investor Warrants was measured at fair valueat each reporting date using certain estimated inputs, which are classified within Level *3* of the fair value hierarchy. The following assumptions were used in the Black-Scholes Model to measure the fair value of the *June 2020*Investor Warrants:
| | | December 31, 2025 | | | December 31, 2024 | | |
| Current share price | | | N/A | | | $ | 9.15 | | |
| Conversion price | | | N/A | | | $ | 77.70 | | |
| Risk-free interest rate | | | N/A | | | | 4.03 | % | |
| Expected term (years) | | | N/A | | | | 0.94 | | |
| Volatility of stock | | | N/A | | | | 89.7 | % | |
**June 2020 Placement Agent Warrants**
In *June 2020,*the Company issued warrants (the *"June 2020*Placement Agent Warrants"), exercisable for up to 8shares of the Companys common stock, to the placement agent for such offering. The *June 2020*Placement Agent Warrants hadsubstantially the same form as the *June 2020*Investor Warrants, including the put option described above, except that they hadan exercise price per share equal to $84.65, subject to adjustment in certain circumstances, andexpired on *June 7, 2025.*
The warrant liability related to the *June 2020*Placement Agent Warrants wasmeasured at fair value at each reporting date using certain estimated inputs, which are classified within Level *3* of the fair value hierarchy. The following assumptions were used in the Black-Scholes Model to measure the fair value of the *June 2020*Placement Agent Warrants:
| | | December 31, 2025 | | | December 31, 2024 | | |
| Current share price | | | N/A | | | $ | 9.15 | | |
| Conversion price | | | N/A | | | $ | 84.65 | | |
| Risk-free interest rate | | | N/A | | | | 4.47 | % | |
| Expected term (years) | | | N/A | | | | 0.44 | | |
| Volatility of stock | | | N/A | | | | 89.7 | % | |
**December 2019 Warrants**
In *December 2019,*pursuant to a securities purchase agreement (the *"December 2019*Offering"), the Company issued warrants (the *"December 2019*Warrants") to purchase 37shares of common stock. The *December 2019*Warrants had an exercise price of $121.50per shareandexpired on *June 21, 2025.*
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
The warrant liability related to the *December 2019*Warrants was measured at fair value at each reporting date using certain estimated inputs, which are classified within Level *3* of the fair value hierarchy. The following assumptions were used in the Black-Scholes Model to measure the fair value of the *December 2019*Warrants:
| | | December 31, 2025 | | | December 31, 2024 | | |
| Current share price | | | N/A | | | $ | 9.15 | | |
| Conversion price | | | N/A | | | $ | 121.50 | | |
| Risk-free interest rate | | | N/A | | | | 4.43 | % | |
| Expected term (years) | | | N/A | | | | 0.46 | | |
| Volatility of stock | | | N/A | | | | 89.3 | % | |
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**13. Stock-based Compensation**
**2014 Equity Incentive Plan**
In *2014,* the Board of Directors and a majority of the stockholders adopted the Company's Amended and Restated *2014* Equity Incentive Plan (the *"2014* Plan"), which expired on *January 31, 2024.*Following such expiration and prior to the *2024* Annual Meeting of Stockholders (the "Annual Meeting"), *no* grants were made under the *2014* Plan. On *June 6, 2024,*the Company held its Annual Meeting, whereby the Board of Directors and a majority of the stockholders adopted, amended, and restated the *2014* Plan (the "Restated *2014* Plan") to extend the term of the *2014* Plan until *April 15, 2034,*and to increase the total number of shares of common stock authorized for issuance by 67shares relative to the amount available for issuance at the time the *2014* Plan expired. As of *December 31, 2025*, the total number of shares authorized for grant under the Restated *2014* Plan isshown in the tablebelow:
| Original share pool | | | 9 | | |
| 2015 increase | | | 7 | | |
| 2017 increase | | | 4 | | |
| December 2017 increase (ratified in June 2018) | | | 20 | | |
| 2019 increase | | | 16 | | |
| March 2020 increase | | | 22 | | |
| December 2020 increase | | | 53 | | |
| 2022 increase | | | 37 | | |
| 2023 increase | | | 80 | | |
| 2024 increase | | | 67 | | |
| 2025 increase | | | 153 | | |
| Total shares authorized for grant as of December 31, 2025 | | | 468 | | |
Under the terms of the Restated *2014* Plan, the Board of Directors *may*award restricted stock, restricted stock units, stock options, stock appreciation rights and dividend equivalent rights having either a fixed or variable price related to the fair market value of the shares and with an exercise or conversion privilege related to the passage of time, the occurrence of *one* or more events, or the satisfaction of performance criteria or other conditions or any other security with the value derived from the value of the shares.
Shares available for future grant as of *December 31, 2025*under the Restated *2014* Plan was as follows:
| | | Shares Available | | |
| | | For Grant | | |
| Available as of December 31, 2024 | | | 47 | | |
| Share pool increase | | | 153 | | |
| Granted | | | (207 | ) | |
| Forfeited | | | 6 | | |
| Expired | | | 1 | | |
| Available as of December 31, 2025 | | | | | |
**Restricted Stock Units**
The Company issues time-based RSUs and PSUs to employees and non-employees. Each RSU and PSU represents the right to receive *one* share of the Companys common stock upon vesting and subsequent settlement. PSUs vest upon achievement of performance targets based on the Company's annual operating plan. The fair values of RSUs and PSUs are determined based on the closing price of the Companys common stock on the date of grant.
Combined RSU and PSU activity for the year ended *December 31, 2025* is summarized below:
| | | | | | | Weighted | | |
| | | Number of | | | Average Grant- | | |
| | | Shares | | | Date Fair Value | | |
| Unvested as of December 31, 2024 | | | 68 | | | $ | 18.27 | | |
| Granted | | | 207 | | | $ | 5.36 | | |
| Vested | | | (183 | ) | | $ | 9.13 | | |
| Forfeited | | | (6 | ) | | $ | 9.88 | | |
| Unvested as of December 31, 2025 | | | 86 | | | $ | 7.22 | | |
The total grant-date fair value of RSUs and PSUsthat vested during the year ended *December 31, 2025* was $1,002. As of *December 31, 2025*, $286of total unrecognized compensation expense related to unvested RSUs and PSUs was expected to be recognized over a weighted average period of 1.07years.
**Stock Options**
The Board of Directors *may*grant stock options under the *2014* Plan at a price of *not* less than 100% of the fair market value of the Companys common stock on the date the option is granted. The maximum term of an incentive stock option granted to participants *may**not* exceed ten years. Subject to the limitations discussed above, the Board of Directors determines the term and exercise or purchase price of other awards granted under the Restated *2014* Plan. The Board of Directors also determines the terms and conditions of awards, including the vesting schedule and any forfeiture provisions. Options granted under the Restated *2014* Plan vest upon the passage of time, generally four years, or upon the attainment of certain performance criteria established by the Board of Directors. The Company *may*grant options to purchase common stock to non-employees for advisory and consulting services. Upon exercise of a stock option, the Company issues new shares of common stock.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
A summary of the stock option activity during the year ended *December 31, 2025* is presented below:
| | | | | | | | | | | Weighted | | | | | | |
| | | | | | | Weighted | | | Average | | | | | | |
| | | | | | | Average | | | Remaining | | | Aggregate | | |
| | | Options | | | Exercise | | | Contractual | | | Intrinsic | | |
| | | Outstanding | | | Price | | | Life (Years) | | | Value | | |
| Outstanding at beginning of year | | | 12 | | | $ | 471.74 | | | | | | | | | | |
| Forfeited | | | | | | $ | | | | | | | | | | | |
| Expired | | | (1 | ) | | $ | 1,796.39 | | | | | | | | | | |
| Outstanding at end of year | | | 11 | | | $ | 344.11 | | | | 2.46 | | | $ | | | |
| Vested and expected to vest | | | 11 | | | $ | 344.11 | | | | 2.46 | | | $ | | | |
| Exercisable at year end | | | 11 | | | $ | 344.00 | | | | 2.46 | | | $ | | | |
No stock options were exercised during the years ended *December 31, 2025*and *2024*.
As no stock options were granted during the years ended *December 31, 2025* and *2024,*there was no related weighted-average grant date fair value. The total grant date fair value of stock options vested during the years ended*December 31, 2025*and *2024* was $0.
As of *December 31, 2025*, total unrecognized compensation cost related to unvested stock options was $0.
The following table summarizes information about stock options outstanding as of *December 31, 2025*:
| | | Options Outstanding | | | Options Exercisable | | |
| | | | | | | Weighted-Average | | | | | | | | | | | | | | |
| Range of | | | | | | Remaining | | | Weighted | | | | | | | Weighted | | |
| Exercise | | Number of | | | Contractual Life | | | Average | | | Number of | | | Average | | |
| Prices | | Options | | | (Years) | | | Price | | | Options | | | Price | | |
| $85.50 - $85.50 | | | 3 | | | | 4.04 | | | | 85.50 | | | | 3 | | | | 85.50 | | |
| $137.25 - $395.85 | | | 4 | | | | 2.94 | | | $ | 250.36 | | | | 4 | | | $ | 250.18 | | |
| $402.75 - $812.25 | | | 3 | | | | 2.32 | | | $ | 475.43 | | | | 3 | | | $ | 475.67 | | |
| $900.00 - $2,945.25 | | | 1 | | | | 0.58 | | | $ | 1,100.94 | | | | 1 | | | $ | 1,100.94 | | |
| | | | 11 | | | | 2.86 | | | $ | 344.11 | | | | 11 | | | $ | 344.00 | | |
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**Compensation Expense**
Stock-based compensation is included in the consolidated statements of operations and comprehensive loss in general and administrative, research and development, or sales and marketing expenses, depending on the nature of services provided. Stock-based compensation expense related to RSUs and PSUs was recorded as follows:
| | | Years Ended December 31, | | |
| | | 2025 | | | 2024 | | |
| Sales and marketing | | $ | 76 | | | $ | 98 | | |
| Research and development | | | 47 | | | | 220 | | |
| General and administrative | | | 1,351 | | | | 1,055 | | |
| | | $ | 1,474 | | | $ | 1,373 | | |
**Employee Stock Purchase Plan**
The Company has an Employee Stock Purchase Plan ("ESPP"). Under the ESPP, the Company has 2shares of common stock reserved for issuance, subject to adjustment in the event of a stock split, stock dividend, combination, reclassification or similar event. The ESPP allows eligible employees to purchase shares of the Companys common stock at a discount through payroll deductions of up to 25% of their eligible compensation, subject to any plan limitations. The ESPP provides for *six*-month offering periods. At the end of each offering period, employees can purchase shares at 85% of the lower of the fair market value of the Companys common stock on the *first* trading day of the offering period or on the last trading day of the offering period. As of *December 31, 2025*, the Company had *not* initiated employee enrollment to the plan.
**14. Income Taxes**
The domestic and foreign components of pre-tax loss for the years ended *December 31, 2025*and *2024* were as follows:
| | | Years Ended December 31, | | |
| | | 2025 | | | 2024 | | |
| Domestic | | $ | (11,400 | ) | | $ | (11,576 | ) | |
| Foreign | | | (295 | ) | | | 246 | | |
| Loss before income taxes | | $ | (11,695 | ) | | $ | (11,330 | ) | |
The Company had no current or deferred federal and state income tax expense or benefit for the years ended *December 31, 2025*and *2024* because the Company generated net operating losses, and currently management does *not* believe it is more likely than *not* that the net operating losses will be realized. The Companys non-U.S. tax obligation is primarily for business activities conducted through Germany and Singapore for which taxes were included in other expenses, net for the years ended *December 31, 2025*and *2024*, and determined to be immaterial, and accordingly, such amounts were excluded from the following tables.
For the year ended *December 31, 2025,*the Company adopted ASU *2023*-*09* prospectively. Refer toNote. *2* *Summary of Significant Accounting Policies and EstimatesAccounting Pronouncements Adopted in 2025* for additional information regardingthe adoption of ASU *2023*-*09.* A reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate pursuant to the disclosure requirements of ASU *2023*-*09* for the year ended *December 31, 2025,*is as follows:
| | | Year Ended December 31, | | |
| | | 2025 | | |
| U.S. federal statutory income tax rate | | $ | (2,456 | ) | | | 21.0 | % | |
| State tax, net of federal tax effect | | | | | | | | | |
| Foreign tax effects: | | | | | | | | | |
| Changes in valuation allowances (Germany) | | | 553 | | | | (4.7 | ) | |
| Changes in valuation allowances (Other Foreign Jurisdictions) | | | (22 | ) | | | 0.2 | | |
| Prior year true-ups (Germany) | | | (293 | ) | | | 2.5 | | |
| Other | | | (47 | ) | | | 0.4 | | |
| Change in valuation allowance | | | 2,194 | | | | (18.8 | ) | |
| Imputed interest income | | | 154 | | | | (1.3 | ) | |
| Unrealized gain | | | (394 | ) | | | 3.4 | | |
| Stock-based compensation | | | 427 | | | | (3.7 | ) | |
| Prior year true-ups | | | (157 | ) | | | 1.3 | | |
| Other | | | 41 | | | | (0.3 | ) | |
| Total tax expense (benefit) | | $ | | | | | | % | |
Income tax expense (benefit) for the yearended *December 31, 2024*differed from the amounts computed by applying the statutory federal income tax rate of 21% to pretax loss as a result of the following:
| | | Year Ended December 31, | | |
| | | 2024 | | |
| Federal tax at statutory rate | | | 21.0 | % | |
| State tax, net of federal tax effect | | | | | |
| Research and development credit | | | (0.1 | ) | |
| Change in valuation allowance | | | (13.5 | ) | |
| Unrealized gain on warrant | | | 0.7 | | |
| Stock-based compensation | | | (4.7 | ) | |
| Other | | | (2.8 | ) | |
| Foreign | | | (0.6 | ) | |
| Total tax expense (benefit) | | | | % | |
*65*
[Table of Contents](#toc)
Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
The tax effects of temporary differences and related deferred tax assets and liabilities as of *December 31, 2025*and *2024* were as follows:
| | | December 31, | | |
| | | 2025 | | | 2024 | | |
| Deferred tax assets: | | | | | | | | | |
| Depreciation and other | | $ | 297 | | | $ | 119 | | |
| Net operating loss carryforwards | | | 57,646 | | | | 54,001 | | |
| Research and development tax credits | | | 2,210 | | | | 2,210 | | |
| Accruals and reserves | | | 245 | | | | 235 | | |
| Capitalized research and development costs | | | 1,360 | | | | 1,817 | | |
| Deferred revenue | | | 431 | | | | 400 | | |
| Stock compensation expense | | | 648 | | | | 1,028 | | |
| Lease assets | | | 82 | | | | 154 | | |
| Other | | | 41 | | | | 48 | | |
| | | | | | | | | | |
| Deferred tax liabilities: | | | | | | | | | |
| Lease liabilities | | | (70 | ) | | | (133 | ) | |
| Prepaid expenses | | | (45 | ) | | | (54 | ) | |
| Less: Valuation allowance | | | (62,845 | ) | | | (59,825 | ) | |
| Net deferred tax asset (liability) | | $ | | | | $ | | | |
The Companys accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of the Companys net deferred tax assets. The Company primarily considered such factors as the Companys history of operating losses, the nature of the Companys deferred tax assets, and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. The Company does *not* believe that it is more likely than *not* that the deferred tax assets will be realized; accordingly, a full valuation allowance was established and *no* deferred tax assets were shown in the accompanying consolidated balance sheets. The valuation allowance increased by $3,020and $1,556in the years ended *December 31, 2025*and *2024*, respectively.
The Tax Cuts and Jobs Act of *2017* ("TCJA") made a significant change to Section *174* that went into effect for taxable years beginning after *December 31, 2021.*The change eliminated the ability to currently deduct research and development costs. Instead, these costs must be capitalized and amortized. As a result, the Company capitalized research and development costs of $3.9million for the yearended *December 31, 2024.*Followingthe enactment of the One Big Beautiful Bill Act (OBBBA), the mandatory capitalization requirements under Section *174* were repealed, restoring the ability to currently deduct research and development expenditures in the period incurred. Consequently, the Company did *not* capitalize any domestic research and development costs for the year ended *December 31, 2025.*
As of
*December 31, 2025,*the Company had federal net operating loss carryforwards of
$217,045. The federal net operating loss carryforwards of
$120,792 generated before
*January 1, 2018*will begin to expire in
*2027,* and
$96,253 will carryforward indefinitely but are subject to the
*80%* taxable income limitation. The Company also had federal research and development tax credit carryforwards of
$2,353that will expire beginning in
*2031,* if
*not* utilized.
*66*
[Table of Contents](#toc)
Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
As of *December 31, 2025,*the Company had state net operating loss carryforwards of $135,484, whichwill beginto expire in *2026.* The Company also had state research and development tax credit carryforwards of $752, which have *no* expiration.
As of *December 31, 2025,*the Company had foreign net operating loss carryforwards of $13,328. The foreign net operating loss carryforwards do *not* expire.
Utilization of the Companys net operating losses and credit carryforwards *may*be subject to annual limitations in the event of a Section *382* ownership change. Such future limitations could result in the expiration of net operating losses and credit carryforwards before utilization as a result of such an ownership change.
A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended *December 31, 2025*and *2024*, were as follows:
| | | Years Ended December 31, | | |
| | | 2025 | | | 2024 | | |
| Beginning balances as of January 1, 2025 and 2024 | | $ | 1,836 | | | $ | 1,894 | | |
| (Decrease) of unrecognized tax benefits taken in prior years | | | (43 | ) | | | (58 | ) | |
| Ending balances as of December 31, 2025 and 2024 | | $ | 1,793 | | | $ | 1,836 | | |
If the Company is able to recognize these uncertain tax positions, the unrecognized tax benefits would *not* impact the effective tax rate if the Company applies a full valuation allowance against the deferred tax assets, as provided in the Companys current policy.
The Company had *not* incurred any material tax interest or penalties as of *December 31, 2025.*The Company does *not* anticipate any significant change within *12* months of this reporting date of its uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions, Germany, and Singapore. There are *no* ongoing examinations by taxing authorities at this time. The Companys tax years 2007 through *2025*will remain open for examination by the federal and state authorities for *three* and *four* years, respectively, from the date of utilization of any net operating loss credits. The Companys 2020to *2025* tax years will remain open for examination by the German tax authority for *four* years from the end of the year in which the applicable return was filed. The Companys *2021*to *2025* tax years will remain open for examination by the Singapore tax authority for *four* years from the date of the applicable assessment.
**15. Commitments and Contingencies**
**Commitments******
**Material Contracts**
The Company has two license agreements with the Regents of the University of California to maintain exclusive rights to certain patents. The Company is required to pay 1% of net sales of licensed medical devices sold to entities other than the U.S. government. In addition, the Company is required to pay 21% of consideration collected from any sub-licensee for the grant of the sub-license.
The Company has onelicense agreementwith Vanderbilt University to maintain exclusive rights to patents on the Company's behalf. Under the Vanderbilt Exoskeleton License Agreement, the Company is required to pay 6% of net sales of licensed patent products and 3% of net sales of licensed software products. The minimum annual royalty for licensed products is $250. The Vanderbilt Exoskeleton License Agreement will continue until *April 29, 2038,*unless sooner terminated.
**Purchase Obligations**
The Company purchases components from a variety of suppliers and uses contract manufacturers to provide manufacturing services for its products. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.
The Company had purchase obligations primarily for purchases of inventory and manufacturing related service contracts totaling$874as of *December 31, 2025*, which are expected to be paid within one year, and $1,263 as of *December 31,**2024*. Timing of payments and actual amounts paid *may*be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations.
The Company has operating lease commitments totaling $630payable over the leaseterms ofthe San Rafael Lease, the Ohio Leaseand the RatingenLease asdisclosed in Note *10.* *Lease Obligations*.
*67*
[Table of Contents](#toc)
Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**Other Contractual Obligations**
The following table summarizes the Company's outstanding contractual obligationsas of *December 31, 2025*, and the effect those obligations are expected to have on its liquidity and cash flows in future periods:
| | | Payments Due By Period | | |
| | | | | | | Less than | | | | | | | | | | |
| | | Total | | | one year | | | 1-3 Years | | | 3-5 Years | | |
| B. Riley Promissory Note | | $ | 2,400 | | | $ | 2,400 | | | $ | | | | $ | | | |
| Parker Hannifin Promissory Note | | | 2,187 | | | | 1,250 | | | | 937 | | | | | | |
| Facility operating leases | | | 630 | | | | 467 | | | | 152 | | | | 11 | | |
| Total | | $ | 5,217 | | | $ | 4,117 | | | $ | 1,089 | | | $ | 11 | | |
**Loss Contingencies**
In the normal course of business, the Company is subject to various legal matters. In the opinion of management, the resolution of such matters will *not* have a material adverse effect on the Companys consolidated financial statements.
**16. Segment Disclosures**
Operating segments are defined as components of a public entity for which discrete financial information is available and regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company's CODM is itschief executive officerwho reviews financial information, annual operating plans, and long-range forecasts, presented on a consolidated basis, for purposes of making operating decisions, evaluating financial performance, and allocating resources. The Company is managed as a single operating segment that primarily serves peoplewith physical disabilities or impairmentsin both physical rehabilitation and mobility in the healthcare market. Managing the Company's business activities on a consolidated basisallows the Company to benefit from the valueits healthcare products provide across the care continuum.
The Companys CODM uses net loss as presented on the consolidated statements of operations and comprehensive loss to measure segmentloss and assesses financial performance against expectations for the Company's single reportable segment to decide how to allocateresources. Additionally, the CODM reviews and uses segment expenses included in net lossto manage the Companys operations and assess operating performance. The measure of segment assets is reported on the Company's consolidated balance sheets as total assets. The significant segment expenses regularly provided to the CODM are those presented on the consolidated statements of operations and comprehensive loss. These significant segment expenses include cost of revenue, sales and marketing, research and developmentand general and administrative expenses. Other segment items that are presented on the consolidated statements of operations and comprehensive loss include interest expense, net, gainon revaluation of warrant liabilities, loss on modification of warrant, unrealized gain (loss) on foreign exchangeand other expense, net.
**17. Related Party Transactions**
There were no related party transactions during the year ended *December 31, 2025.*
On *February 4, 2023,*the Company entered into a mutual release and settlement agreement with an entity to settle and resolve any and all potential claims brought forth in connection with a consulting agreement executed between the entityand the Company in *July 2017.*Under the terms of the consulting agreement, the Company was required to make milestone payments for the introduction of potential partners for, and the consummation of, a strategic joint venture. A member of the Company's board of directors is affiliated with *one* of *two* entities under common control.
The total settlement amount was $325, which waspaid in cash over 14months, with an initial payment of $145 paidin the *first* 40 days and $15 per month for the remaining 12 months. The total settlement amount was fully paid in *April 2024.*
**18. Subsequent Events**
On *January 12, 2026,*the Company entered into an irrevocable standby letter of credit (the "letter of credit"), established by its primary operating bank, in favor of the Company's *third*-party contract manufacturer, as the beneficiary, in the aggregate amount of $250, effective *January 12, 2026*and expiring on *January 12, 2027,*unless otherwise extended or terminated. The purposeof the letter of credit is to provide financial security to the *third*-party contract manufacturer for inventory procurement and manufacturing obligations.As the letter of credit requires the Company to maintain a corresponding cash deposit with its bank, as long as the letter of credit is still in effect, the full amount will beclassified as Restricted cash in the Company's consolidated balance sheets beginning with the fiscal quarter ending *March 31, 2026.*
On *January 22, 2026,*the Companyissued and sold(i) an aggregate of 6shares ofSeries B Preferred Stock convertible into an aggregate of 712sharesof common stock issuable upon conversion of the Series B PreferredStockat an initial conversion price of $8.22 per share and (ii) warrants, which are exercisable to purchase up to an aggregate of 356shares of the Company's common stock at an exercise price of $8.22 per share of common stock (the "Private Placement"). The net proceeds of the Private Placement are expected to be approximately $5,265, after deducting placement agent fees and expenses and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Private Placement for working capital and general corporate purposes.
On *February 15, 2026,*the Company entered into a Contribution and Exchange Agreement (the ContributionAgreement) with APLD Intermediate HoldCo LLC, a Delaware limited liability company (APLD Intermediate), APLD ChronoScale HoldCo LLC, a Delaware limited liability company and a wholly owned subsidiary of APLD Intermediate (Contributor), each a wholly owned direct or indirect subsidiary of Applied Digital Corporation, a Nevada corporation, and Applied Digital Cloud Corporation, a Nevada corporation, which at the time of the Closing (as defined below), will be a wholly owned subsidiary of Contributor (Cloud), for purposes of consummating a business combination (the Business Combination), as a result of which (i) Cloud will become a wholly owned subsidiary of the Company, (ii) the Company will, immediately after the consummation of the Business Combination (the Closing), continue as the parent of the combined company, and (iii) the Company will change its name to ChronoScale Corporation.
Subject to the satisfaction or waiver of the conditions set forth in the ContributionAgreement, Contributor will contribute all of its right, title and interest in and to 1.2shares of the common stock of Cloud, constituting 100% of the issued and outstanding equity of Cloud, to the Company in exchange for 138,217newly issued shares of the Companys common stock.
As a result of and upon the consummation of the Business Combination, Contributor is expected to own approximately 97% of the combined companys outstanding equity before giving effect to the other transactions contemplated by the ContributionAgreement.
TheClosing is subject to certain customary mutual conditions, including, but *not* limited to, stockholder approval of the Business Combination as set forth in the ContributionAgreement and related proposals, which approval was obtained on *February 20, 2026.*
*68*
[Table of Contents](#toc)
Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**
None.
**Item9A. CONTROLS AND PROCEDURES**
*Disclosure Controls and Procedures.*
Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2025. Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of such date, our disclosure controls and procedureswereeffectiveto ensurethat information required to be disclosed in reports filed by us under theExchange Act is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
It should be noted that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment and makes assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Management believes that the financial statements included in this Annual Report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
*Management**s Report on Internal Control Over Financial Reporting*
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange ActRules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in *Internal Control**Integrated Framework (2013)*. Our management believes that based on suchcriteria, as of December 31, 2025, our internal control over financial reporting is effective.
This Annual Report does not include an attestation report of our registered public accounting firm regarding our internal control over financial reporting. Our report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permits us to provide only managements report in this Annual Report on Form 10-K.
*Changes in Internal Control Over Financial Reporting:*
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
**ITEM9B. OTHER INFORMATION**
On *February 20, 2026,*stockholders holding a majority of the voting power of the Company, acting via written consent, approved the following in connection with the Business Combination:
| | the Contribution Agreement and the Investor Rights Agreement, and the transactions contemplated thereby; | |
| | the Exchanged Shares Issuance, the issuance of the PIPE Securities and any other issuances of preferred stock, common stock and securities convertible into or exercisable for common stock pursuant to subscription, purchase or similar agreements that we may enter into prior to closing of the Business Combination, including, but not limited to, for purposes of complying with Nasdaq Listing Rule 5635; | |
| | the Second Restated Articles; and | |
| | ChronoScales 2026 Omnibus Equity Incentive. | |
**ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS**
None.
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**PART III**
**Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**
The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our*2026* Annual Meeting of Stockholders, under the heading Corporate Governance, to be filed with the SEC within *120* days of*December 31,**2025*.
**Item 11. EXECUTIVE COMPENSATION**
The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our*2026* Annual Meeting of Stockholders, under the headings Executive Compensation and Director Compensation, to be filed with the SEC within *120* days of *December 31,**2025*.
**Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**
The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our2026 Annual Meeting of Stockholders, under the heading Ownership of our Common Stock, to be filed with the SEC within 120 days ofDecember 31, 2025.
**Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE**
The information required by this Item is incorporated herein by reference from our Proxy Statement, relating to our2026 Annual Meeting of Stockholders, under the heading Certain Relationships and Related Party Transactions, to be filed with the SEC within 120 days of December 31, 2025.
**Item 14. PRINCIPAL ACCOUNTANTFEES AND SERVICES**
The information required by this Item is incorporated hereinby reference from our Proxy Statement, relating to our2026 Annual Meeting of Stockholders, under the headings Audit Committee Report and Audit Fees and Services, to be filed with the SEC within 120 days of December 31, 2025.
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[Table of Contents](#toc)
Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**PART IV**
**Item15. EXHIBITS, FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES**
|
|
(a) |
Financial Statements and Schedules:The following financial statement documents are included as part of Item8 to this Annual Report on Form 10-K: |
|
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2025 and 2024
Consolidated Statements of Operations and Comprehensive loss for the years ended December 31, 2025 and 2024
Consolidated Statements of Stockholders Equity for the years ended December 31, 2025 and 2024
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024
Notes to the Consolidated Financial Statements
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
|
|
(b) |
Exhibits.The exhibits filed with this Annual Report are set forth in the Exhibit Index. |
|
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**Exhibit Index**
|
Exhibit Number |
|
Description |
|
|
|
|
|
|
|
2.1# |
|
Asset Purchase Agreement between the Registrant and Parker Hannifin Corporation, dated as of December 5, 2022 (incorporated by reference from Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on December 5, 2022) |
|
|
|
|
|
|
|
3.1 |
|
Restated Articles of Incorporation of the Registrant (incorporated by reference from Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed on April 26, 2023) |
|
|
|
|
|
|
|
3.2 |
|
Amended and Restated By-Laws of the Registrant (incorporated by reference from Exhibit 3.2 to the Registrants Current Report on Form 8-K filed on April 26, 2023) |
|
|
|
|
|
|
|
3.3 |
|
Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Restrictions of Series B Convertible Preferred Stock (incorporated by reference from Exhibit 3.1 to the Registrants Current Report on Form 8-K filed on January 22, 2026) |
|
|
|
|
|
|
|
3.4 |
|
Amendment No. 1 to the Amended and Restated Bylaws of Ekso Bionics Holdings, Inc. |
|
|
|
|
|
|
|
4.1 |
|
Form of specimen certificate (incorporated by reference from Exhibit 4.4 to the Registrant's Registration Statement on Form S-3 filed on June 23, 2015) |
|
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
|
4.2 |
|
Subordinated Promissory Note between Ekso Bionics Holdings, Inc. and Parker Hannifin Corporation, dated as of December 5, 2022 (incorporated by reference from Exhibit 4.1 to the Registrants Current Report on Form 8-K filed December 5, 2022) |
|
|
|
|
|
|
|
4.3* |
|
Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 |
|
|
|
|
|
|
|
4.4 |
|
Form of Series A Warrant (incorporated by reference from Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed September 3, 2024) |
|
|
|
|
|
|
|
4.5 |
|
Form of Common Stock Purchase Warrant (incorporated by reference from Exhibit 4.1 to the Registrants Current Report on Form 8-K filed March 17, 2025) |
|
|
|
|
|
|
|
4.6 |
|
Form of Common Stock Purchase Warrant (incorporated by reference from Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on January 22, 2026) |
|
|
|
|
|
|
|
4.7 |
|
Form of Placement Agent Common Stock Purchase Warrant (incorporated by reference from Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on October 30, 2026) |
|
|
|
|
|
|
|
10.1 |
|
Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.10 to the Registrants Current Report on Form 8-K filed on January 23, 2014) |
|
|
|
|
|
|
|
10.2 |
|
Amended and Restated 2014 Equity Incentive Plan (incorporated by reference from Exhibit 10.4 to the Registrants Registration Statement on Form S-1 filed July 29, 2024) |
|
|
|
|
|
|
|
10.3 |
|
Amended and Restated 2014 Equity Incentive Plan Form of Phantom Performance-Based Restricted Stock Unit Agreement (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on November 7, 2025) |
|
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|
|
|
|
|
10.4 |
|
Form of Director Option Agreement under 2014 Equity Incentive Plan (incorporated by reference from Exhibit 10.13 to the Registrants Current Report on Form 8-K filed on January 23, 2014) |
|
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|
|
|
|
|
10.5 |
|
Form of Employee Option Agreement under 2014 Equity Incentive Plan (incorporated by reference from Exhibit 10.14 to the Registrants Current Report on Form 8-K filed on January 23, 2014) |
|
|
|
|
|
|
|
10.6 |
|
Form of Restricted Stock Unit Award under Amended and Restated 2014 Equity Incentive Plan (incorporated by reference from Exhibit 10.7 to the Registrants Registration Statement on Form S-1 filed July 29, 2024) |
|
|
|
|
|
|
|
10.7 |
|
2017 Employee Stock Purchase Plan (incorporated by reference from Appendix A to Registrants Proxy Statement on Schedule 14 filed on April 28, 2017) |
|
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|
10.8 |
|
Scott Davis Offer Letter dated February 22, 2021 (incorporated by reference from Exhibit 10.3 to the Registrants Current Report on Form 8-K filed January 21, 2022) |
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|
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|
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|
10.9# |
|
Jason Jones Offer Letter dated January2, 2023 (incorporated by reference from Exhibit 10.10 to the Registrants Annual Report on Form 10-K filed March 3, 2025) |
|
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|
|
|
|
10.10 |
|
Jerome Wong Officer Offer letter, dated October 26, 2022 (incorporated by reference from Exhibit 10.11 to the Registrant's Annual Report on Form 10-K filed March 28, 2023) |
|
|
|
|
|
|
|
10.11 |
|
Exclusive License Agreement, dated as of November 15, 2005, by and between The Regents of the University of California and Berkeley ExoTech, Inc., d/b/a Berkeley ExoWorks (incorporated by reference from Exhibit 10.19 to the Registrants Current Report on Form 8-K filed on January 23, 2014) |
|
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|
|
|
|
|
10.12 |
|
Exclusive License Agreement, dated as of July 14, 2008, by and between The Regents of the University of California and Berkeley ExoTech, Inc., d/b/a/ Berkeley Bionics and formerly d/b/a Berkeley ExoWorks (as amended by Amendment #1 to Exclusive License Agreement, dated as of May 20, 2009, by and between The Regents of the University of California and Berkeley Bionics) (incorporated by reference from Exhibit 10.20 to the Registrants Current Report on Form 8-K filed on January 23, 2014) |
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Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
|
10.13 |
|
License Agreement between Vanderbilt University and Parker Hannifin Corporation, dated as of October 15, 2012 (as amended by the first amendment dated as of June 15, 2014, the second amendment dated as of December 1, 2018, and the third amendment dated as of May 1, 2019)(incorporated by reference from Exhibit 10.14 to the Registrant's Annual Report on Form 10-K filed March 28, 2023) |
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10.14 |
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License Agreement between Vanderbilt University and Parker Hannifin Corporation dated as of March 1, 2022(incorporated by reference from Exhibit 10.15 to the Registrant's Annual Report on Form 10-K filed March 28, 2023) |
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10.15 |
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Vanderbilt Assignment and Assumption Agreement between Ekso Bionics Holdings, Inc and Parker Hannifin Corporation, dated as of December 5, 2022(incorporated by reference from Exhibit 10.16 to the Registrant's Annual Report on Form 10-K filed March 28, 2023) |
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10.16 |
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Form of Non-Employee Director Indemnification Agreement (incorporated by reference from Exhibit 10.20 to the Registrants Quarterly Report on Form 10-Q filed on May 13, 2014) |
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10.17 |
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Form of Executive Officer Indemnification Agreement (incorporated by reference from Exhibit 10.21 to the Registrants Quarterly Report on Form 10-Q filed on May 13, 2014) |
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10.18 |
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Lease, dated July 15, 2022, between Don Tornberg and Ekso Bionics Inc. (incorporated by reference from Exhibit 10.22 to the Registrant's Annual Report on Form 10-K filed March 28, 2023) |
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10.19 |
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Transitional Use Agreement, dated December 5, 2022, between Parker Hannifin Corporation and Ekso Bionics Holdings, Inc. (incorporated by reference from Exhibit 10.23 to the Registrant's Annual Report on Form 10-K filed March 28, 2023) |
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10.20 |
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Warranty Lump Sum Agreement between Parker Hannifin Corporation and the Company dated September 25, 2023 (incorporated by reference from Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed October 29, 2023) |
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10.21 |
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Form of Inducement Agreement to Exercise Warrants (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K filed March 17, 2025) |
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10.22 |
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Promissory Note and Security Agreement between Ekso Bionics Holdings, Inc. and B. Riley Commercial Capital, LLC, dated as of September 12, 2025 (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on September 17, 2025) |
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10.23# |
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Form of Securities Purchase Agreement (incorporated by reference from Exhibit 99.1 to the Registrants Current Report on Form 8-K filed on October 30, 2025) |
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10.24 |
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Change in Control and Severance Agreement, dated November 5, 2025, by and between the registrant and Scott G. Davis (incorporated by reference from Exhibit 10.2 to the Registrants Current Report on Form 8-K filed on November 7, 2025) |
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10.25 |
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Change in Control and Severance Agreement, dated November 5, 2025, by and between the registrant and Jerome Wong (incorporated by reference from Exhibit 10.3 to the Registrants Current Report on Form 8-K filed on November 7, 2025) |
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10.26 |
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Change in Control and Severance Agreement, dated November 5, 2025, by and between the registrant and Jason Jones (incorporated by reference from Exhibit 10.4 to the Registrants Current Report on Form 8-K filed on November 7, 2025) |
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10.27 |
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Placement Agency Agreement, dated October 28, 2025, by and between the Company and the Placement Agent (incorporated by reference from Exhibit 99.2 to the Registrants Current Report on Form 8-K filed on October 30, 2025) |
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10.28 |
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Form of Registration Rights Agreement (incorporated by reference from Exhibit 10.1 to the Registrants Current Report on Form 8-K filed on January 22, 2026) |
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10.29# |
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Form of Securities Purchase Agreement (incorporated by reference from Exhibit 99.1 to the Registrants Current Report on Form 8-K filed on January 22, 2026) |
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10.30#* |
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Contribution and Exchange Agreement, dated February 15, 2026, by and among Ekso Bionics Holdings, Inc., APLD ChronoScale HoldCo LLC, APLD Intermediate HoldCo LLC, and Applied Digital Cloud Corporation |
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19.1 |
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Ekso Bionics Holdings, Inc. Insider Trading Policy (incorporated by reference from Exhibit 19.1 to the Registrations Annual Report on Form 10-K filed on March 3, 2025) |
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21.1 |
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Subsidiaries of the Registrant (incorporated by reference from Exhibit 21.1 to the Registrant's Annual Report on Form 10-K filed March 4, 2024) |
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23.1* |
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Consent of Independent Registered Public Accounting Firm(WithumSmith+Brown, PC) |
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24.1 |
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Power of attorney (included on signature page of this report) |
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31.1* |
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Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended |
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31.2* |
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended |
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32.1 |
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Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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32.2 |
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Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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97.1 |
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Ekso Bionics Holdings, Inc. Compensation Recovery Policy (incorporated by reference from Exhibit 97.1 to the Registrant's Annual Report on Form 10-K filed March 4, 2024) |
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74
[Table of Contents](#toc)
Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
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101 |
Interactive Data Files of Financial Statements and Notes. |
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101.ins |
Inline XBRL Instant Document |
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101.sch |
Inline XBRL Taxonomy Schema Document |
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101.cal |
Inline XBRL Taxonomy Calculation Linkbase Document |
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101.def |
Inline XBRL Taxonomy Definition Linkbase Document |
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101.lab |
Inline XBRL Taxonomy Label Linkbase Document |
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101.pre |
Inline XBRL Taxonomy Presentation Linkbase Document |
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104 |
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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# |
Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request. |
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* |
Filed herewith |
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Furnished herewith. |
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Management contract or compensatory plan or arrangement |
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**Item 16. FORM 10-K SUMMARY**
The Company has elected not to include summary information.
75
[Table of Contents](#toc)
Ekso Bionics Holdings, Inc.
Notes to Consolidated Financial Statements
(In thousands, except per share amounts)
**SIGNATURES**
Pursuant to the requirements of Section13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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By: |
/S/ Scott G. Davis |
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February 23, 2026 |
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Scott G. Davis Chief Executive Officer |
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**POWERS OF ATTORNEY**
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and Scott G. Davis and Jerome Wong, and each of them, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature |
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Title |
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Date |
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/S/ Scott G. Davis |
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Chief Executive Officer |
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February 23, 2026 |
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Scott G. Davis |
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(Principal Executive Officer) |
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/S/ Jerome Wong |
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Chief Financial Officer |
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February 23, 2026 |
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Jerome Wong |
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(Principal Accounting and Financial Officer) |
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/S/ Mary Ann Cloyd |
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Director |
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February 23, 2026 |
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Mary Ann Cloyd |
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/S/ Corinna Lathan |
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Director |
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February 23, 2026 |
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Corinna Lathan, Ph.D. |
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/S/ Charles Li |
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Director |
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February 23, 2026 |
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Charles Li, Ph.D. |
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/S/ Deborah Scher |
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Director |
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February 23, 2026 |
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Deborah Lafer Scher |
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76