|
x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
|
99-0367049
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value per share
|
|
EKSO
|
|
Nasdaq Capital Market
|
Large accelerated filer
¨
|
|
Accelerated filer
x
|
|
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
x
|
|
|
|
|
|
Emerging growth company
¨
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Page No.
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June 30, 2019
|
|
December 31, 2018
|
||||
|
(unaudited)
|
|
(Note 2)
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash
|
$
|
13,262
|
|
|
$
|
7,655
|
|
Accounts receivable, net of allowances of $119 and $128, respectively
|
4,541
|
|
|
3,660
|
|
||
Inventories, net
|
3,724
|
|
|
3,371
|
|
||
Prepaid expenses and other current assets
|
606
|
|
|
281
|
|
||
Total current assets
|
22,133
|
|
|
14,967
|
|
||
Property and equipment, net
|
1,816
|
|
|
2,365
|
|
||
Right-of-use assets
|
1,277
|
|
|
—
|
|
||
Goodwill
|
189
|
|
|
189
|
|
||
Other assets
|
168
|
|
|
134
|
|
||
Total assets
|
$
|
25,583
|
|
|
$
|
17,655
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
2,480
|
|
|
$
|
3,156
|
|
Accrued liabilities
|
2,768
|
|
|
3,541
|
|
||
Deferred revenues, current
|
1,369
|
|
|
1,102
|
|
||
Note payable, current
|
2,333
|
|
|
2,333
|
|
||
Lease liabilities, current
|
393
|
|
|
—
|
|
||
Total current liabilities
|
9,343
|
|
|
10,132
|
|
||
Deferred revenues
|
1,761
|
|
|
1,495
|
|
||
Note payable, net
|
1,535
|
|
|
2,648
|
|
||
Lease liabilities
|
934
|
|
|
—
|
|
||
Warrant liabilities
|
6,561
|
|
|
585
|
|
||
Other non-current liabilities
|
45
|
|
|
67
|
|
||
Total liabilities
|
20,179
|
|
|
14,927
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Convertible preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding at June 30, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 141,429 shares authorized; 74,895 and 62,963, shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively
|
75
|
|
|
63
|
|
||
Additional paid-in capital
|
186,142
|
|
|
173,903
|
|
||
Accumulated other comprehensive loss
|
(50
|
)
|
|
(92
|
)
|
||
Accumulated deficit
|
(180,763
|
)
|
|
(171,146
|
)
|
||
Total stockholders’ equity
|
5,404
|
|
|
2,728
|
|
||
Total liabilities and stockholders’ equity
|
$
|
25,583
|
|
|
$
|
17,655
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
$
|
3,262
|
|
|
$
|
2,967
|
|
|
$
|
6,878
|
|
|
$
|
5,486
|
|
Cost of revenue
|
1,702
|
|
|
2,000
|
|
|
3,719
|
|
|
3,750
|
|
||||
Gross profit
|
1,560
|
|
|
967
|
|
|
3,159
|
|
|
1,736
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
3,039
|
|
|
3,933
|
|
|
5,848
|
|
|
7,786
|
|
||||
Research and development
|
1,499
|
|
|
1,389
|
|
|
2,883
|
|
|
3,197
|
|
||||
General and administrative
|
2,120
|
|
|
2,827
|
|
|
4,437
|
|
|
6,564
|
|
||||
Change in fair value, contingent consideration
|
—
|
|
|
3
|
|
|
1
|
|
|
(15
|
)
|
||||
Total operating expenses
|
6,658
|
|
|
8,152
|
|
|
13,169
|
|
|
17,532
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from operations
|
(5,098
|
)
|
|
(7,185
|
)
|
|
(10,010
|
)
|
|
(15,796
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense), net:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(107
|
)
|
|
(160
|
)
|
|
(228
|
)
|
|
(324
|
)
|
||||
Gain (loss) on revaluation of warrant liabilities
|
2,737
|
|
|
(213
|
)
|
|
1,615
|
|
|
520
|
|
||||
Loss on modification of warrant
|
—
|
|
|
—
|
|
|
(257
|
)
|
|
—
|
|
||||
Warrant issuance expense
|
(706
|
)
|
|
—
|
|
|
(706
|
)
|
|
—
|
|
||||
Other income (expense), net
|
108
|
|
|
(420
|
)
|
|
(31
|
)
|
|
(277
|
)
|
||||
Total other income (expense), net
|
2,032
|
|
|
(793
|
)
|
|
393
|
|
|
(81
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(3,066
|
)
|
|
$
|
(7,978
|
)
|
|
$
|
(9,617
|
)
|
|
$
|
(15,877
|
)
|
Other comprehensive (loss) income
|
(106
|
)
|
|
320
|
|
|
42
|
|
|
113
|
|
||||
Comprehensive loss
|
$
|
(3,172
|
)
|
|
$
|
(7,658
|
)
|
|
$
|
(9,575
|
)
|
|
$
|
(15,764
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share
|
$
|
(0.04
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.26
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares of common stock outstanding, basic and diluted
|
70,702
|
|
|
60,621
|
|
|
67,886
|
|
|
60,386
|
|
|
Convertible Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive
Income (Loss) |
|
Accumulated Deficit
|
|
Total Stockholders’
Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2018
|
—
|
|
|
$
|
—
|
|
|
62,963
|
|
|
$
|
63
|
|
|
$
|
173,903
|
|
|
$
|
(92
|
)
|
|
$
|
(171,146
|
)
|
|
$
|
2,728
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,551
|
)
|
|
(6,551
|
)
|
||||||
Issuance of common stock under:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity financing, net
|
—
|
|
|
—
|
|
|
4,362
|
|
|
5
|
|
|
7,300
|
|
|
—
|
|
|
—
|
|
|
7,305
|
|
||||||
Equipois sales earn-out
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
||||||
Equity incentive plan
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||
Matching contribution to 401(k) plan
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
191
|
|
|
—
|
|
|
—
|
|
|
191
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
636
|
|
|
—
|
|
|
—
|
|
|
636
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
—
|
|
|
148
|
|
||||||
Balance at March 31, 2019
|
—
|
|
|
—
|
|
|
67,529
|
|
|
68
|
|
|
182,107
|
|
|
56
|
|
|
(177,697
|
)
|
|
4,534
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,066
|
)
|
|
(3,066
|
)
|
||||||
Issuance of common stock under:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity financing, net
|
—
|
|
|
—
|
|
|
6,667
|
|
|
6
|
|
|
2,387
|
|
|
—
|
|
|
—
|
|
|
2,393
|
|
||||||
Equity incentive plan
|
—
|
|
|
—
|
|
|
141
|
|
|
—
|
|
|
173
|
|
|
—
|
|
|
—
|
|
|
173
|
|
||||||
In lieu of employee cash bonus
|
—
|
|
|
—
|
|
|
558
|
|
|
1
|
|
|
918
|
|
|
—
|
|
|
—
|
|
|
919
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
557
|
|
|
—
|
|
|
—
|
|
|
557
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
(106
|
)
|
||||||
Balance at June 30, 2019
|
—
|
|
|
$
|
—
|
|
|
74,895
|
|
|
$
|
75
|
|
|
$
|
186,142
|
|
|
$
|
(50
|
)
|
|
$
|
(180,763
|
)
|
|
$
|
5,404
|
|
|
Convertible Preferred Stock
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive
Loss |
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2017
|
—
|
|
|
$
|
—
|
|
|
59,943
|
|
|
$
|
60
|
|
|
$
|
165,825
|
|
|
$
|
(340
|
)
|
|
$
|
(144,154
|
)
|
|
$
|
21,391
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,899
|
)
|
|
(7,899
|
)
|
||||||
Issuance of common stock under:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equipois sales earn-out
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
28
|
|
||||||
Equity incentive plan
|
—
|
|
|
—
|
|
|
52
|
|
|
—
|
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
||||||
Matching contribution to 401(k) plan
|
—
|
|
|
—
|
|
|
221
|
|
|
—
|
|
|
508
|
|
|
—
|
|
|
—
|
|
|
508
|
|
||||||
In lieu of cash compensation
|
—
|
|
|
—
|
|
|
121
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
—
|
|
|
190
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
892
|
|
|
—
|
|
|
—
|
|
|
892
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(207
|
)
|
|
—
|
|
|
(207
|
)
|
||||||
Balance at March 31, 2018
|
—
|
|
|
—
|
|
|
60,355
|
|
|
60
|
|
|
167,381
|
|
|
(547
|
)
|
|
(152,053
|
)
|
|
14,841
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,978
|
)
|
|
(7,978
|
)
|
||||||
Issuance of common stock under:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Equity incentive plan
|
—
|
|
|
—
|
|
|
454
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||||
In lieu of cash compensation
|
—
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
40
|
|
||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
402
|
|
|
—
|
|
|
—
|
|
|
402
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
320
|
|
|
—
|
|
|
320
|
|
||||||
Balance at June 30, 2018
|
—
|
|
|
$
|
—
|
|
|
60,832
|
|
|
$
|
61
|
|
|
$
|
167,823
|
|
|
$
|
(227
|
)
|
|
$
|
(160,031
|
)
|
|
$
|
7,626
|
|
|
Six Months Ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(9,617
|
)
|
|
$
|
(15,877
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
||||
Depreciation and amortization
|
493
|
|
|
888
|
|
||
Provision for excess and obsolete inventories
|
24
|
|
|
157
|
|
||
Changes in allowance for doubtful accounts
|
50
|
|
|
(109
|
)
|
||
Loss on disposal of property and equipment
|
—
|
|
|
54
|
|
||
Gain on revaluation of warrant liabilities
|
(1,615
|
)
|
|
(520
|
)
|
||
Finance cost attributable to issuance of warrants
|
706
|
|
|
—
|
|
||
Stock-based compensation expense
|
1,193
|
|
|
1,294
|
|
||
Amortization of debt discount and accretion of final payment fee
|
55
|
|
|
84
|
|
||
Change in fair value of contingent liabilities
|
1
|
|
|
(17
|
)
|
||
Common stock contribution to 401(k) plan
|
103
|
|
|
118
|
|
||
Loss on modification of warrants
|
257
|
|
|
—
|
|
||
Loss on foreign currency transactions
|
34
|
|
|
234
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(931
|
)
|
|
(678
|
)
|
||
Inventories
|
(260
|
)
|
|
(198
|
)
|
||
Prepaid expenses, operating lease right-of-use assets, and other assets current and noncurrent
|
(182
|
)
|
|
757
|
|
||
Accounts payable
|
(654
|
)
|
|
210
|
|
||
Accrued and lease liabilities
|
102
|
|
|
215
|
|
||
Deferred revenues
|
533
|
|
|
584
|
|
||
Net cash used in operating activities
|
(9,708
|
)
|
|
(12,804
|
)
|
||
Investing activities:
|
|
|
|
||||
Acquisition of property and equipment
|
(60
|
)
|
|
(31
|
)
|
||
Net cash used in investing activities
|
(60
|
)
|
|
(31
|
)
|
||
Financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock and warrants, net
|
16,325
|
|
|
—
|
|
||
Principal payments on note payable
|
(1,185
|
)
|
|
(994
|
)
|
||
Proceeds from exercise of stock options
|
228
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
15,368
|
|
|
(994
|
)
|
||
Effect of exchange rate changes on cash
|
7
|
|
|
(94
|
)
|
||
Net increase (decrease) in cash
|
5,607
|
|
|
(13,923
|
)
|
||
Cash at beginning of period
|
7,655
|
|
|
27,813
|
|
||
Cash at end of period
|
$
|
13,262
|
|
|
$
|
13,890
|
|
|
|
|
|
||||
Supplemental disclosure of cash flow activities
|
|
|
|
||||
Cash paid for interest
|
$
|
183
|
|
|
$
|
238
|
|
Cash paid for income taxes
|
$
|
8
|
|
|
$
|
—
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash activities
|
|
|
|
Initial recognition of operating lease right-of-use assets
|
$
|
1,454
|
|
|
$
|
—
|
|
Initial recognition of operating lease liabilities
|
$
|
1,498
|
|
|
$
|
—
|
|
Transfer of inventory to (from) property and equipment
|
$
|
(117
|
)
|
|
$
|
684
|
|
Share issuance for common stock contribution to 401(k) plan
|
$
|
191
|
|
|
$
|
508
|
|
Share issuance for employee bonuses
|
$
|
919
|
|
|
$
|
230
|
|
Equipois sales earn-out
|
$
|
22
|
|
|
$
|
28
|
|
|
Foreign Currency Translation
|
||
Balance at December 31, 2018
|
$
|
(92
|
)
|
Current period other comprehensive income
|
42
|
|
|
Balance at June 30, 2019
|
$
|
(50
|
)
|
•
|
Level 1
—Quoted 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 2
—Inputs 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 3
—Unobservable 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.
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant liabilities
|
|
$
|
6,561
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,561
|
|
Contingent success fee liability
|
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
|
$
|
585
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
585
|
|
Contingent success fee liability
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
|
Warrant Liability
|
|
Contingent Success
Fee Liability
|
||||
Balance at December 31, 2018
|
|
$
|
585
|
|
|
$
|
34
|
|
Initial fair value of warrants issued in conjunction with May 2019 financing
|
|
7,334
|
|
|
—
|
|
||
Gain on revaluation of warrants issued in May 2019 financing and December 2015 financing
|
|
(1,615
|
)
|
|
—
|
|
||
Loss on modification of December 2015 warrants
|
|
257
|
|
|
—
|
|
||
Loss on revaluation of contingent liabilities
|
|
—
|
|
|
1
|
|
||
Balance at June 30, 2019
|
|
$
|
6,561
|
|
|
$
|
35
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Raw materials
|
$
|
2,800
|
|
|
$
|
2,676
|
|
Work in progress
|
446
|
|
|
331
|
|
||
Finished goods
|
673
|
|
|
730
|
|
||
|
3,919
|
|
|
3,737
|
|
||
Less: inventory reserve
|
(195
|
)
|
|
(366
|
)
|
||
Inventories, net
|
$
|
3,724
|
|
|
$
|
3,371
|
|
|
June 30,
2019 |
|
December 31,
2018 |
||||
Deferred extended maintenance and support
|
$
|
2,705
|
|
|
$
|
2,114
|
|
Deferred royalties
|
300
|
|
|
300
|
|
||
Deferred rental income
|
18
|
|
|
51
|
|
||
Customer deposits and advances
|
73
|
|
|
62
|
|
||
Deferred device revenues
|
34
|
|
|
70
|
|
||
Total deferred revenues
|
3,130
|
|
|
2,597
|
|
||
Less current portion
|
(1,369
|
)
|
|
(1,102
|
)
|
||
Deferred revenues, non-current
|
$
|
1,761
|
|
|
$
|
1,495
|
|
|
Six months ended June 30, 2019
|
||
Beginning balance
|
$
|
2,597
|
|
Deferral of revenue
|
1,346
|
|
|
Recognition of deferred revenue
|
(813
|
)
|
|
Ending balance
|
$
|
3,130
|
|
|
EksoHealth
|
|
EksoWorks
|
|
Other
|
|
Total
|
||||||||
Device revenue
|
$
|
2,164
|
|
|
$
|
359
|
|
|
$
|
—
|
|
|
$
|
2,523
|
|
Service, support and rentals
|
671
|
|
|
—
|
|
|
—
|
|
|
671
|
|
||||
Parts and other
|
5
|
|
|
55
|
|
|
—
|
|
|
60
|
|
||||
Collaborative arrangements
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||
|
$
|
2,840
|
|
|
$
|
414
|
|
|
$
|
8
|
|
|
$
|
3,262
|
|
|
EksoHealth
|
|
EksoWorks
|
|
Other
|
|
Total
|
||||||||
Device revenue
|
$
|
4,239
|
|
|
$
|
1,076
|
|
|
$
|
—
|
|
|
$
|
5,315
|
|
Service, support and rentals
|
1,375
|
|
|
—
|
|
|
—
|
|
|
1,375
|
|
||||
Parts and other
|
40
|
|
|
140
|
|
|
—
|
|
|
180
|
|
||||
Collaborative arrangements
|
—
|
|
|
—
|
|
|
8
|
|
|
8
|
|
||||
|
$
|
5,654
|
|
|
$
|
1,216
|
|
|
$
|
8
|
|
|
$
|
6,878
|
|
|
June 30,
2019 |
|
December 31,
2018
|
||||
Salaries, benefits and related expenses
|
$
|
1,865
|
|
|
$
|
2,446
|
|
Device warranty
|
294
|
|
|
307
|
|
||
Clinical trials
|
307
|
|
|
227
|
|
||
Severance
|
46
|
|
|
270
|
|
||
Financing lease liability
|
36
|
|
|
35
|
|
||
Other
|
220
|
|
|
256
|
|
||
Total
|
$
|
2,768
|
|
|
$
|
3,541
|
|
|
Warranty
|
||
Balance at December 31, 2018
|
$
|
307
|
|
Additions for estimated future expense
|
180
|
|
|
Incurred costs
|
(193
|
)
|
|
Balance at June 30, 2019
|
$
|
294
|
|
Period
|
|
Amount
|
||
2019 - remainder
|
|
$
|
1,167
|
|
2020
|
|
2,333
|
|
|
2021
|
|
440
|
|
|
Total principal payments
|
|
3,940
|
|
|
Less accreted portion of final payment fee, net of issuance cost and success fee discounts
|
|
72
|
|
|
Long-term debt, net
|
|
$
|
3,868
|
|
|
|
|
||
Current portion
|
|
$
|
2,333
|
|
Long-term portion
|
|
1,535
|
|
|
Long-term debt, net
|
|
$
|
3,868
|
|
Period
|
|
Operating Leases
|
||
2019 - remainder
|
|
$
|
273
|
|
2020
|
|
553
|
|
|
2021
|
|
565
|
|
|
2022
|
|
262
|
|
|
2023
|
|
—
|
|
|
Total lease payments
|
|
1,653
|
|
|
Less: imputed interest
|
|
(326
|
)
|
|
Present value of lease liabilities
|
|
$
|
1,327
|
|
|
|
|
||
Lease liabilities, current
|
|
$
|
393
|
|
Lease liabilities, noncurrent
|
|
934
|
|
|
Total lease liabilities
|
|
$
|
1,327
|
|
|
|
|
||
Weighted-average remaining lease term (in years)
|
|
2.94
|
|
|
Weighted-average discount rate
|
|
10.5
|
%
|
Source
|
|
Exercise
Price
|
|
Term
(Years)
|
|
December 31,
2018 |
|
Issued
|
|
Expired
|
|
June 30, 2019
|
||||||
2019 Warrants
|
|
$
|
2.00
|
|
|
5
|
|
—
|
|
|
6,667
|
|
|
—
|
|
|
6,667
|
|
Information Agent Warrants
|
|
$
|
1.50
|
|
|
3
|
|
200
|
|
|
—
|
|
|
—
|
|
|
200
|
|
2015 Warrants
|
|
$
|
2.75
|
|
|
5
|
|
1,604
|
|
|
—
|
|
|
—
|
|
|
1,604
|
|
2014 PPO and Merger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Placement agent warrants
|
|
$
|
7.00
|
|
|
5
|
|
426
|
|
|
—
|
|
|
(426
|
)
|
|
—
|
|
PPO warrants
|
|
$
|
14.00
|
|
|
5
|
|
1,078
|
|
|
—
|
|
|
(1,078
|
)
|
|
—
|
|
Pre-2014 warrants
|
|
$
|
9.66
|
|
|
9-10
|
|
88
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|
|
|
|
|
|
3,396
|
|
|
6,667
|
|
|
(1,504
|
)
|
|
8,559
|
|
|
|
June 30, 2019
|
|
May 24, 2019
|
||||||
Current share price
|
|
$
|
1.27
|
|
|
$
|
1.49
|
|
||
Conversion price
|
|
$
|
2.00
|
|
|
$
|
2.00
|
|
||
Risk-free interest rate
|
|
1.76
|
%
|
|
2.12
|
%
|
||||
Term (years)
|
|
4.9
|
|
|
5.0
|
|
||||
Volatility of stock
|
|
96.7
|
%
|
|
98.0
|
%
|
Current share price
|
$
|
1.27
|
|
Conversion price
|
$
|
2.75
|
|
Risk-free interest rate
|
1.84%
|
|
|
Term (years)
|
1.5
|
|
|
Volatility of stock
|
102.0%
|
|
|
Stock
Awards
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance as of December 31, 2018
|
6,466
|
|
|
$
|
3.05
|
|
|
|
|
|
||
Options granted
|
674
|
|
|
1.45
|
|
|
|
|
|
|||
Options exercised
|
(186
|
)
|
|
1.23
|
|
|
|
|
|
|||
Options forfeited
|
(451
|
)
|
|
2.12
|
|
|
|
|
|
|||
Options cancelled
|
(180
|
)
|
|
3.75
|
|
|
|
|
|
|||
Balance as of June 30, 2019
|
6,323
|
|
|
$
|
2.98
|
|
|
7.93
|
|
$
|
65
|
|
Vested and expected to vest at June 30, 2019
|
6,323
|
|
|
$
|
2.98
|
|
|
7.93
|
|
$
|
65
|
|
Exercisable as of June 30, 2019
|
2,554
|
|
|
$
|
4.61
|
|
|
6.08
|
|
$
|
42
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Risk-free interest rate
|
2.09
|
%
|
|
2.85
|
%
|
|
2.12
|
%
|
|
2.70%-2.97%
|
|
Expected term (in years)
|
6
|
|
|
6-10
|
|
|
6
|
|
|
6-10
|
|
Volatility
|
102
|
%
|
|
89
|
%
|
|
102
|
%
|
|
89
|
%
|
|
Number of
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Unvested as of December 31, 2018
|
278
|
|
|
$
|
1.83
|
|
Granted
|
560
|
|
|
1.64
|
|
|
Vested
|
(563
|
)
|
|
1.65
|
|
|
Forfeited
|
(36
|
)
|
|
2.02
|
|
|
Unvested at June 30, 2019
|
239
|
|
|
$
|
1.78
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Sales and marketing
|
$
|
156
|
|
|
$
|
166
|
|
|
$
|
379
|
|
|
$
|
275
|
|
Research and development
|
73
|
|
|
47
|
|
|
118
|
|
|
225
|
|
||||
General and administrative
|
328
|
|
|
189
|
|
|
696
|
|
|
794
|
|
||||
|
$
|
557
|
|
|
$
|
402
|
|
|
$
|
1,193
|
|
|
$
|
1,294
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss applicable to common stockholders, basic and diluted
|
$
|
(3,066
|
)
|
|
$
|
(7,978
|
)
|
|
$
|
(9,617
|
)
|
|
$
|
(15,877
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of shares, basic and diluted
|
70,702
|
|
|
60,621
|
|
|
67,886
|
|
|
60,386
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share, basic and diluted
|
$
|
(0.04
|
)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.14
|
)
|
|
$
|
(0.26
|
)
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Options to purchase common stock
|
6,323
|
|
|
2,916
|
|
|
6,323
|
|
|
2,916
|
|
Restricted stock units
|
239
|
|
|
78
|
|
|
239
|
|
|
78
|
|
Warrants for common stock
|
8,559
|
|
|
3,396
|
|
|
8,559
|
|
|
3,396
|
|
Total common stock equivalents
|
15,121
|
|
|
6,390
|
|
|
15,121
|
|
|
6,390
|
|
|
EksoHealth
|
|
EksoWorks
|
|
Other
|
|
Total
|
||||||||
Three months ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
2,840
|
|
|
$
|
414
|
|
|
$
|
8
|
|
|
$
|
3,262
|
|
Cost of revenue
|
1,327
|
|
|
368
|
|
|
7
|
|
|
1,702
|
|
||||
Gross profit
|
$
|
1,513
|
|
|
$
|
46
|
|
|
$
|
1
|
|
|
$
|
1,560
|
|
|
|
|
|
|
|
|
|
||||||||
Three months ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
2,399
|
|
|
$
|
557
|
|
|
$
|
11
|
|
|
$
|
2,967
|
|
Cost of revenue
|
1,486
|
|
|
500
|
|
|
14
|
|
|
2,000
|
|
||||
Gross profit
|
$
|
913
|
|
|
$
|
57
|
|
|
$
|
(3
|
)
|
|
$
|
967
|
|
|
EksoHealth
|
|
EksoWorks
|
|
Other
|
|
Total
|
||||||||
Six Months Ended June 30, 2019
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
5,654
|
|
|
$
|
1,216
|
|
|
$
|
8
|
|
|
$
|
6,878
|
|
Cost of revenue
|
2,627
|
|
|
1,085
|
|
|
7
|
|
|
3,719
|
|
||||
Gross profit
|
$
|
3,027
|
|
|
$
|
131
|
|
|
$
|
1
|
|
|
$
|
3,159
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
4,521
|
|
|
$
|
954
|
|
|
$
|
11
|
|
|
$
|
5,486
|
|
Cost of revenue
|
2,872
|
|
|
864
|
|
|
14
|
|
|
3,750
|
|
||||
Gross profit
|
$
|
1,649
|
|
|
$
|
90
|
|
|
$
|
(3
|
)
|
|
$
|
1,736
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
United States
|
$
|
2,357
|
|
|
$
|
1,777
|
|
|
$
|
4,728
|
|
|
$
|
3,131
|
|
All Other
|
905
|
|
|
1,190
|
|
|
2,150
|
|
|
2,355
|
|
||||
|
$
|
3,262
|
|
|
$
|
2,967
|
|
|
$
|
6,878
|
|
|
$
|
5,486
|
|
•
|
our ability to obtain adequate financing to fund operations and to develop or enhance our technology;
|
•
|
our ability to obtain or maintain regulatory approval to market our medical devices;
|
•
|
the anticipated timing, cost and progress of the development and commercialization of new products or services, and improvements to our existing products, and related impacts on our profitability and cash position;
|
•
|
our ability to effectively market and sell our products and expand our business, both in unit sales and product diversification;
|
•
|
our ability to achieve broad customer adoption of our products and services;
|
•
|
our ability to complete clinical trials on a timely basis and that completed clinical trials will be sufficient to support commercialization of our products;
|
•
|
existing or increased competition;
|
•
|
rapid changes in technological solutions available to our markets;
|
•
|
volatility with our business, including long and variable sales cycles, which could have a negative impact on our results of operations for any given quarter;
|
•
|
changes to our domestic or international sales and operations;
|
•
|
our ability to obtain or maintain patent protection for our intellectual property;
|
•
|
the scope, validity and enforceability of our and third-party intellectual property rights;
|
•
|
significant government regulation of medical devices and the healthcare industry;
|
•
|
our customers’ ability to get third-party reimbursement for our products and services associated with them;
|
•
|
our ability to receive regulatory clearance from certain government authorities, such as CFIUS (as defined below)), including any conditions, limitations or restrictions placed on such approvals;
|
•
|
our failure to implement our business plan or strategies;
|
•
|
our early termination of leases, difficulty filling vacancies or negotiating improved lease terms;
|
•
|
our ability to retain or attract key employees;
|
•
|
stock volatility or illiquidity;
|
•
|
our ability to maintain adequate internal controls over financial reporting; and
|
•
|
overall economic and market conditions.
|
•
|
In May 2019, we sold
6,666,667
shares of our common stock and warrants to purchase up to
6,666,667
shares of our common stock at a combined price of
$1.50
per share for net proceeds of
$9.0 million
.
|
•
|
In the
three months ended June 30, 2019
, we booked 22 EksoGT units, two of which were rental units and 11 previously rented units were converted to capital purchases.
|
|
Three months ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
$
|
3,262
|
|
|
$
|
2,967
|
|
|
$
|
295
|
|
|
10
|
%
|
Cost of Revenue
|
1,702
|
|
|
2,000
|
|
|
(298
|
)
|
|
(15
|
)%
|
|||
Gross profit
|
1,560
|
|
|
967
|
|
|
593
|
|
|
61
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
3,039
|
|
|
3,933
|
|
|
(894
|
)
|
|
(23
|
)%
|
|||
Research and development
|
1,499
|
|
|
1,389
|
|
|
110
|
|
|
8
|
%
|
|||
General and administrative
|
2,120
|
|
|
2,827
|
|
|
(707
|
)
|
|
(25
|
)%
|
|||
Change in fair value, contingent liabilities
|
—
|
|
|
3
|
|
|
(3
|
)
|
|
(100
|
)%
|
|||
Total operating expenses
|
6,658
|
|
|
8,152
|
|
|
(1,494
|
)
|
|
(18
|
)%
|
|||
Loss from operations
|
(5,098
|
)
|
|
(7,185
|
)
|
|
2,087
|
|
|
(29
|
)%
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(107
|
)
|
|
(160
|
)
|
|
53
|
|
|
(33
|
)%
|
|||
Gain (loss) on warrant liabilities
|
2,737
|
|
|
(213
|
)
|
|
2,950
|
|
|
(1,385
|
)%
|
|||
Warrant issuance expense
|
(706
|
)
|
|
—
|
|
|
(706
|
)
|
|
—
|
%
|
|||
Other income (expense), net
|
108
|
|
|
(420
|
)
|
|
528
|
|
|
(126
|
)%
|
|||
Total other income (expense), net
|
2,032
|
|
|
(793
|
)
|
|
2,825
|
|
|
(356
|
)%
|
|||
Net loss
|
$
|
(3,066
|
)
|
|
$
|
(7,978
|
)
|
|
$
|
4,912
|
|
|
(62
|
)%
|
|
Six months ended June 30,
|
|
|
|
|
|||||||||
|
2019
|
|
2018
|
|
Change
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
$
|
6,878
|
|
|
$
|
5,486
|
|
|
$
|
1,392
|
|
|
25
|
%
|
Cost of Revenue
|
3,719
|
|
|
3,750
|
|
|
(31
|
)
|
|
(1
|
)%
|
|||
Gross profit
|
3,159
|
|
|
1,736
|
|
|
1,423
|
|
|
82
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
5,848
|
|
|
7,786
|
|
|
(1,938
|
)
|
|
(25
|
)%
|
|||
Research and development
|
2,883
|
|
|
3,197
|
|
|
(314
|
)
|
|
(10
|
)%
|
|||
General and administrative
|
4,437
|
|
|
6,564
|
|
|
(2,127
|
)
|
|
(32
|
)%
|
|||
Change in fair value, contingent liabilities
|
1
|
|
|
(15
|
)
|
|
16
|
|
|
(107
|
)%
|
|||
Total operating expenses
|
13,169
|
|
|
17,532
|
|
|
(4,363
|
)
|
|
(25
|
)%
|
|||
Loss from operations
|
(10,010
|
)
|
|
(15,796
|
)
|
|
5,786
|
|
|
(37
|
)%
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(228
|
)
|
|
(324
|
)
|
|
96
|
|
|
(30
|
)%
|
|||
Gain on warrant liabilities
|
1,615
|
|
|
520
|
|
|
1,095
|
|
|
211
|
%
|
|||
Loss on modification of warrant
|
(257
|
)
|
|
—
|
|
|
(257
|
)
|
|
—
|
%
|
|||
Warrant issuance expense
|
(706
|
)
|
|
—
|
|
|
(706
|
)
|
|
—
|
%
|
|||
Other (expense) income, net
|
(31
|
)
|
|
(277
|
)
|
|
246
|
|
|
(89
|
)%
|
|||
Total other income (expense), net
|
393
|
|
|
(81
|
)
|
|
474
|
|
|
(585
|
)%
|
|||
Net loss
|
$
|
(9,617
|
)
|
|
$
|
(15,877
|
)
|
|
$
|
6,260
|
|
|
(39
|
)%
|
|
Six months ended June 30,
|
||||||
|
2019
|
|
2018
|
||||
Net cash used in operating activities
|
$
|
(9,708
|
)
|
|
$
|
(12,804
|
)
|
Net cash used in investing activities
|
(60
|
)
|
|
(31
|
)
|
||
Net cash provided (used in) by financing activities
|
15,368
|
|
|
(994
|
)
|
||
Effect of exchange rate changes on cash
|
7
|
|
|
(94
|
)
|
||
Net increase (decrease) in cash
|
5,607
|
|
|
(13,923
|
)
|
||
Cash at the beginning of the period
|
7,655
|
|
|
27,813
|
|
||
Cash at the end of the period
|
$
|
13,262
|
|
|
$
|
13,890
|
|
|
Payments Due By Period:
|
||||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After
5 Years
|
||||||||||
Term loan
|
$
|
4,181
|
|
|
$
|
2,539
|
|
|
$
|
1,642
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Facility operating leases
|
1,654
|
|
|
548
|
|
|
1,106
|
|
|
—
|
|
|
—
|
|
|||||
Purchase obligations
|
803
|
|
|
803
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Financing lease
|
39
|
|
|
36
|
|
|
3
|
|
|
—
|
|
|
|
||||||
Total
|
$
|
6,677
|
|
|
$
|
3,926
|
|
|
$
|
2,751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Exhibit
Number
|
|
Description
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
101*
|
|
The following financial statements from the Ekso Bionics Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, formatted in Extensible Business Reporting Language (“XBRL”):
|
|
|
|
•
|
unaudited condensed consolidated balance sheets;
|
|
|
•
|
unaudited condensed consolidated statements of operations and comprehensive loss;
|
|
|
•
|
unaudited condensed consolidated statements of stockholders’ equity;
|
|
|
•
|
unaudited condensed consolidated statement of cash flows; and
|
|
|
•
|
notes to unaudited condensed consolidated financial statements.
|
|
*
|
Filed herewith.
|
|
**
|
Confidential portions of this exhibit have been omitted as permitted by applicable regulations.
|
|
†
|
Management contract.
|
|
EKSO BIONICS HOLDINGS, INC.
|
|
|
|
|
Date: August 1, 2019
|
By:
|
/s/ Jack Peurach
|
|
|
Jack Peurach
|
|
|
President and Chief Executive Officer
|
|
|
|
Date: August 1, 2019
|
By:
|
/s/ John F. Glenn
|
|
|
John F. Glenn
|
|
|
Chief Financial Officer
|
|
|
|
|
|
(Duly Authorized Officer and Principal Financial and Accounting Officer)
|
1.
|
The Parties acknowledge and agree that Section 4.2 of the Contract would be revised as follows:
|
2.
|
The Parties acknowledge and agree that Section 4.5 (a)(xii) would be revised as follows:
|
3.
|
The Parties acknowledge and agree that Section 5.2 (d) would be revised as below:
|
(d)
|
合同各方应按以下要求出资:
|
(i)
|
优创应自合资公司成立日期起[***], 支付[***]%出资额; 余下的认缴出资应[***]缴付;
|
(ii)
|
产业投资基金应自合资公司成立日期起[***]内, 支付[***]%出资额; 余下的认缴出资应[***]缴付;
|
|
|
(iii)
|
爱科索应自合资公司成立日期起[***]内向合资公司完成出资技术文本转让移交༌[***]内在中国国家知识产权局完成专利权的转让登记;
|
(iv)
|
在优创和产业投资基金分别按照第5.2(d)(i)条和第5.2(d)(ii)条的约定实缴其首期现金出资后, 中方股东的剩余认缴出资应当按照以下方式支:
|
•
|
当公司现金余额低于[***]优创和产业投资基金应在合资公司缴付通知发出的约定缴付期限及缴付金额按各自比例完成当期实缴出资 (每次共计不少于3120万元, 占优创和产业基金总出资额的5%), 以满足当时的运营计划的要求༌除非总经理提供说明公司有足够的资金来满足当时的运营计划的要求。
|
•
|
当优创和产业基金的实缴出资额达到人民币1.872亿元后(即占优创和产业基金总出资额的30%), 优创和产业基金可根据合资公司的发展情况༌按其各自的比例不时缴纳余下的认缴出资༌并自合资公司成立之日起十年之内完成出资 ([***])。
|
4.
|
The Parties acknowledge and agree that Section 8.1(b) would be revised as below:
|
(b)
|
总经理应由爱科索和优创共同任命 (决定权由优创掌握), 并经董事会批准。[***]将担任公司的法人代表。首席财务官应由优创任命, 并经董事会批准。
|
5.
|
This Amendment is a revision and supplement to the Contract, which forms an indispensable part of the Contract. Where there is any inconsistency between this Amendment and the Contract, the terms of this Amendment shall prevail; and where
|
6.
|
Except as otherwise defined in this Amendment, the terms used in this Amendment shall have the same meaning as specified in the Contract.
|
7.
|
This Amendment should be executed in six (6) original copies and each Party hold two (2) copies, each of which is equally legal binding.
|
8.
|
This Amendment shall become effective upon the execution by the duly authorized representative of the Parties.
|
浙江优创创业投资有限公司(公司印章)
Zhejiang Youchuang Venture Capital Investment Co., Ltd. (Company Seal)
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签署人
By
/s/ 吴建龙
姓名:
Name:
职务:
Title:
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绍兴市柯桥区天堂硅谷智能机器人产业投资合伙企业 (有限合伙) (公章)
Shaoxing City Keqiao District Paradise Silicon Intelligent Robot Industrial Investment Partnership (Iimited Partnership) (Company Seal)
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签署人
By
/s/ 包雪青
姓名:
Name:
职务:
Title:
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爱科索仿生机械有限公司
Ekso Bionics, Inc.
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签署人
By
/s/ Jack Peurach
姓名:
Name: Jack Peurach
职务:
Title: CEO
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签署和背书人:
SIGNED AND ENDORSED BY:
Ekso Bionics Holdings, Inc.
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(1)
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I have reviewed this Quarterly Report on Form 10-Q of Ekso Bionics Holdings, Inc.;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
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(4)
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The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
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(5)
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The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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/s/ Jack Peurach
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Jack Peurach
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Principal Executive Officer
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(1)
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I have reviewed this Quarterly Report on Form 10-Q of Ekso Bionics Holdings, Inc.;
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(2)
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3)
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
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(4)
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The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
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(5)
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The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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/s/ John F. Glenn
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John F. Glenn
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Principal Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
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/s/ Jack Peurach
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Jack Peurach
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Principal Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
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/s/ John F. Glenn
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John F. Glenn
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Principal Financial Officer
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