Ekso Bionics Holdings, Inc. 8-K Filing

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Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 par value per share EKSO Nasdaq Capi

Filing Documents

• ekso20251229_8k.htm (8-K) — 39KB
• ex_903067.htm (EX-99.1) — 28KB
• ad01.jpg (GRAPHIC) — 4KB
• ek01.jpg (GRAPHIC) — 3KB
• 0001437749-25-038864.txt ( ) — 218KB
• ekso-20251229.xsd (EX-101.SCH) — 3KB
• ekso-20251229_def.xml (EX-101.DEF) — 11KB
• ekso-20251229_lab.xml (EX-101.LAB) — 15KB
• ekso-20251229_pre.xml (EX-101.PRE) — 11KB
• ekso20251229_8k_htm.xml (XML) — 3KB

01

Item 7.01 Regulation FD Disclosure. On December 29, 2025, Ekso Bionics Holdings, Inc. (the "Company" or "Ekso") issued a press release announcing that the Company and Applied Digital Corporation ("Applied") entered into the Term Sheet (as defined below) for the Proposed Transaction (as defined below). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in Item 7.01 of this Current Report on Form 8-K, including the information contained in Exhibit 99.1, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, and such information shall not be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended (the "Securities Act"), whether made before or after the date hereof, regardless of any general incorporation language in such filing.

01

Item 8.01 Other Events. On December 29, 2025, the Company and Applied entered into an exclusive, non-binding term sheet (the "Term Sheet") for a business combination of Applied's cloud computing business, Applied Digital Cloud, with the Company, which, once-closed, will go forward as ChronoScale Corporation ("ChronoScale"), an accelerated compute platform purpose-built to support artificial intelligence ("AI") workloads (the "Proposed Transaction"). The Term Sheet contemplates that, upon closing of the Proposed Transaction, (i) Applied would own approximately 97% of the combined company, and (ii) the capital stock held by the Company's existing stockholders is expected to constitute 3% of the outstanding shares of the combined company, with the relative ownership being proportionally diluted by any equity financing that occurs in connection with closing of the Proposed Transaction. The Applied Digital Cloud and the Company businesses would continue to operate through the consummation of the Proposed Transaction, and the Company plans to continue to explore strategic transactions for the possible sale of all or substantially all of the Company's current business. The closing of the Proposed Transaction will be subject to the completion of customary due diligence, execution of final binding documents, customary regulatory and stockholder approvals, and satisfaction of closing conditions. Accordingly, no assurances can be made that the parties will successfully negotiate and enter into a definitive agreement, or that the Proposed Transaction will be consummated on the terms or timeframe currently contemplated, or at all. Additional Information and Where to Find It Depending on the transaction structure, ChronoScale expects to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-4 (as may be amended, the "Registration Statement"), which will include a preliminary proxy statement of the Company and a prospectus (the "Pro

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, future operating and financial performance, product development, market position, business strategy and objectives and future financing plans. These statements use words, and variations of words, such as "will," "continue," "build," "intend," "design," "propose," and "may." Other examples of forward-looking statements may include, but are not limited to, (i) statements regarding the parties entering into definitive documentation with respect to, and the closing of, the Proposed Transaction and the timing of the Proposed Transaction, the Company's plan to continue to explore strategic transactions for the possible sale of all or substantially all of the Company's current business and Applied's intention to spin out Applied Digital Cloud, (ii) statements regarding certain filings the parties expect to make with the SEC in connection with the Proposed Transaction, including statements regarding the filing of the preliminary and definitive proxy statement to solicit stockholder votes of the Company's stockholders; (iii) statements regarding the business to be created by the Proposed Transaction; (iv) statements regarding the combined business, including ownership of the combined business, (v) statements of combined company's plans and objectives, and (vi) statements of assumptions underlying other statements and statements about the combined company or its business. You are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company's and Applied's expectations. These risks, uncertainties, and other factors includ

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 99.1 Press Release dated December 29, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. EKSO BIONICS HOLDINGS, INC. By: /s/ Jerome Wong Name: Jerome Wong Title: Chief Financial Officer Dated: December 29, 2025

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