SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 21, 2017
Ekso Bionics Holdings, Inc.
(Exact Name of Registrant as specified in its charter)
|(State or Other Jurisdiction of Incorporation)||(Commission File Number)||
1414 Harbour Way South, Suite 1201
Richmond, California 94804
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Registrant’s name or former address, if change since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
|o||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|o||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|o||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|o||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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.
|Item 5.03||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year|
On December 22, 2017, Ekso Bionics Holdings, Inc. (the “Company”) filed with the Secretary of State of the State of Nevada a Certificate of Amendment of its Certificate of Incorporation (the “Charter Amendment”) to increase the authorized number of shares of the Company’s common stock from 71,428,571 shares to 141,428,571 shares. The Charter Amendment was approved by the Company’s stockholders at a Special Meeting of Stockholders (the “Special Meeting”) held on December 21, 2017, as described below under Item 5.07.
A copy of the Charter Amendment is attached to this report as Exhibit 3.1.
|Item 5.07||Submission of Matter to a Vote of Security Holders|
The following provides a summary of votes cast for the proposals on which the stockholders of the Company voted at the Special Meeting:
Proposal 1 . Approval of an amendment to the Company’s Articles of Incorporation to increase the total number of authorized shares of common stock from 71,428,571 shares to 141,428,571 shares.
Proposal 2. Approval of an amendment to the Amended and Restated 2014 Equity Incentive Plan to increase the maximum number of shares available for grant from 3,714,285 shares to 4,714,285 shares.
Proposal 3. Approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting to approve the proposal to amend the Certificate of Incorporation to increase the authorized number of shares of common stock.
|Item 9.01||Financial Statements and Exhibits|
|3.1||Certificate of Amendment of Certificate of Incorporation of Ekso Bionics Holdings, Inc.|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|EKSO BIONICS HOLDINGS, INC.|
|By:||/s/ Maximilian Scheder-Bieschin|
|Title:||Chief Financial Officer|
Dated: December 27, 2017
BARBARA K. CEGAVSKE
Secretary of State
202 North Carson Street
Carson City, Nevada 89701-4201
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)
|USE BLACK INK ONLY • DO NOT HIGHLIGHT||ABOVE SPACE IS FOR OFFICE USE ONLY|
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
1. Name of corporation:
Ekso Bionics Holdings, Inc.
2. The articles have been amended as follows: (provide article numbers, if available)
Article III is amended by deleting Subsection A in its entirety and replacing it with the following:
"A. The aggregate number of shares of capital stock which the Corporation shall have the authority to issue 151,428,571 shares, consisting of 141,428,571 shares of common stock, par value of $0.001 per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”)."
|3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendments is:|
|4. Effective date and time of filing: (optional)||Date:||Time:|
|(must not be later than 90 days after the certificate is filed)|
5. Signature: (required)
|X /s/ Maximilian Scheder-Bieschin|
|Signature of Officer|
* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the alternative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power threof.
IMPORTANT: Failure to Include any of the above information and submit with the proper fees may cause this filing to be rejected.
|This form must be accompanied by appropriate fees.||
Nevada Secretary of State Amend Profit-After