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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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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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99-0367049
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
¨
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Accelerated filer
x
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Page No.
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September 30, 2018
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December 31, 2017
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||||
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(unaudited)
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(Note 2)
|
||||
Assets
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash
|
$
|
12,995
|
|
|
$
|
27,813
|
|
Accounts receivable, net of allowances of $59 and $212, respectively
|
2,988
|
|
|
2,760
|
|
||
Inventories, net
|
3,361
|
|
|
3,025
|
|
||
Prepaid expenses and other current assets
|
509
|
|
|
1,339
|
|
||
Total current assets
|
19,853
|
|
|
34,937
|
|
||
Property and equipment, net
|
2,170
|
|
|
2,249
|
|
||
Intangible assets, net
|
90
|
|
|
491
|
|
||
Goodwill
|
189
|
|
|
189
|
|
||
Other assets
|
121
|
|
|
122
|
|
||
Total assets
|
$
|
22,423
|
|
|
$
|
37,988
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
3,438
|
|
|
$
|
2,420
|
|
Accrued liabilities
|
3,469
|
|
|
3,503
|
|
||
Deferred revenues, current
|
945
|
|
|
1,103
|
|
||
Note payable, current
|
2,333
|
|
|
2,139
|
|
||
Total current liabilities
|
10,185
|
|
|
9,165
|
|
||
Deferred revenues
|
1,535
|
|
|
816
|
|
||
Note payable, net
|
3,199
|
|
|
4,830
|
|
||
Warrant liability
|
1,810
|
|
|
1,648
|
|
||
Contingent liabilities
|
80
|
|
|
81
|
|
||
Other non-current liabilities
|
27
|
|
|
57
|
|
||
Total liabilities
|
16,836
|
|
|
16,597
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
||||
Convertible preferred stock, $0.001 par value; 10,000 shares authorized; none issued and outstanding at September 30, 2018 and December 31, 2017
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 141,429 shares authorized; 62,617 and 59,943, shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively
|
63
|
|
|
60
|
|
||
Additional paid-in capital
|
172,721
|
|
|
165,825
|
|
||
Accumulated other comprehensive loss
|
(183
|
)
|
|
(340
|
)
|
||
Accumulated deficit
|
(167,014
|
)
|
|
(144,154
|
)
|
||
Total stockholders' equity
|
5,587
|
|
|
21,391
|
|
||
Total liabilities and stockholders' equity
|
$
|
22,423
|
|
|
$
|
37,988
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Device and related
|
$
|
2,533
|
|
|
$
|
1,587
|
|
|
$
|
8,008
|
|
|
$
|
4,862
|
|
Engineering services
|
17
|
|
|
10
|
|
|
28
|
|
|
38
|
|
||||
Total revenue
|
2,550
|
|
|
1,597
|
|
|
8,036
|
|
|
4,900
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Device and related
|
1,445
|
|
|
1,045
|
|
|
5,182
|
|
|
3,593
|
|
||||
Engineering services
|
22
|
|
|
8
|
|
|
35
|
|
|
15
|
|
||||
Total cost of revenue
|
1,467
|
|
|
1,053
|
|
|
5,217
|
|
|
3,608
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
1,083
|
|
|
544
|
|
|
2,819
|
|
|
1,292
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Sales and marketing
|
3,106
|
|
|
3,226
|
|
|
10,892
|
|
|
9,563
|
|
||||
Research and development
|
1,282
|
|
|
1,986
|
|
|
4,479
|
|
|
7,491
|
|
||||
General and administrative
|
2,785
|
|
|
2,414
|
|
|
9,350
|
|
|
7,430
|
|
||||
Restructuring
|
—
|
|
|
—
|
|
|
—
|
|
|
665
|
|
||||
Change in fair value, contingent consideration
|
4
|
|
|
(16
|
)
|
|
(11
|
)
|
|
(191
|
)
|
||||
Total operating expenses
|
7,177
|
|
|
7,610
|
|
|
24,710
|
|
|
24,958
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss from operations
|
(6,094
|
)
|
|
(7,066
|
)
|
|
(21,891
|
)
|
|
(23,666
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense), net:
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
(145
|
)
|
|
(165
|
)
|
|
(469
|
)
|
|
(482
|
)
|
||||
Gain (loss) on warrant liabilities
|
(681
|
)
|
|
1,814
|
|
|
(162
|
)
|
|
4,851
|
|
||||
Loss on repurchase of warrants
|
—
|
|
|
(1,067
|
)
|
|
—
|
|
|
(1,067
|
)
|
||||
Other income (expense), net
|
(63
|
)
|
|
149
|
|
|
(338
|
)
|
|
220
|
|
||||
Total other income (expense), net
|
(889
|
)
|
|
731
|
|
|
(969
|
)
|
|
3,522
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(6,983
|
)
|
|
$
|
(6,335
|
)
|
|
$
|
(22,860
|
)
|
|
$
|
(20,144
|
)
|
Foreign currency translation adjustments
|
44
|
|
|
(122
|
)
|
|
157
|
|
|
(356
|
)
|
||||
Comprehensive loss
|
$
|
(6,939
|
)
|
|
$
|
(6,457
|
)
|
|
$
|
(22,703
|
)
|
|
$
|
(20,500
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share
|
$
|
(0.11
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.73
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares of common stock outstanding, basic and diluted
|
61,381
|
|
|
34,720
|
|
|
60,721
|
|
|
27,425
|
|
|
Nine Months Ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Operating activities:
|
|
|
|
|
|
||
Net loss
|
$
|
(22,860
|
)
|
|
$
|
(20,144
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
||||
Depreciation and amortization
|
1,174
|
|
|
1,314
|
|
||
Inventory allowance expense
|
161
|
|
|
—
|
|
||
Provision for doubtful accounts
|
(119
|
)
|
|
100
|
|
||
Loss on disposal of property and equipment
|
126
|
|
|
—
|
|
||
Loss (gain) on change in fair value of warrant liabilities
|
162
|
|
|
(4,851
|
)
|
||
Stock-based compensation expense
|
2,232
|
|
|
1,755
|
|
||
Accretion of final payment fee of debt
|
64
|
|
|
72
|
|
||
Amortization of debt discounts
|
55
|
|
|
63
|
|
||
Gain on change in fair value of contingent liabilities
|
(13
|
)
|
|
(72
|
)
|
||
Common stock contribution to 401(k) plan
|
156
|
|
|
—
|
|
||
Loss on repurchase of warrants
|
—
|
|
|
1,067
|
|
||
Unrealized loss (gain) on foreign currency transactions
|
291
|
|
|
(425
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(109
|
)
|
|
(488
|
)
|
||
Inventories
|
(1,254
|
)
|
|
(1,239
|
)
|
||
Prepaid expense and other assets
|
831
|
|
|
(1,618
|
)
|
||
Deferred costs of revenue
|
—
|
|
|
(86
|
)
|
||
Accounts payable
|
1,058
|
|
|
(750
|
)
|
||
Accrued liabilities
|
477
|
|
|
(577
|
)
|
||
Deferred revenues
|
557
|
|
|
297
|
|
||
Net cash used in operating activities
|
(17,011
|
)
|
|
(25,582
|
)
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Acquisition of property and equipment
|
(51
|
)
|
|
(353
|
)
|
||
Net cash used in investing activities
|
(51
|
)
|
|
(353
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Proceeds from issuance of common stock and warrants, net
|
3,961
|
|
|
42,463
|
|
||
Principal payments on note payable
|
(1,585
|
)
|
|
(46
|
)
|
||
Proceeds from exercise of stock options
|
1
|
|
|
42
|
|
||
Net cash provided by financing activities
|
2,377
|
|
|
42,459
|
|
||
Effect of exchange rate changes on cash
|
(133
|
)
|
|
69
|
|
||
Net increase (decrease) in cash
|
(14,818
|
)
|
|
16,593
|
|
||
Cash at beginning of period
|
27,813
|
|
|
16,846
|
|
||
Cash at end of period
|
$
|
12,995
|
|
|
$
|
33,439
|
|
Supplemental disclosure of cash flow activities
|
|
|
|
||||
Cash paid for interest
|
$
|
350
|
|
|
$
|
309
|
|
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
2
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash activities
|
|
|
|
||||
Transfer of inventory to equipment
|
$
|
757
|
|
|
$
|
417
|
|
Share issuance for common stock contribution to 401(k) plan
|
$
|
508
|
|
|
$
|
—
|
|
Share issuance for employee bonuses
|
$
|
230
|
|
|
$
|
—
|
|
Equipois sales earn-out
|
$
|
28
|
|
|
$
|
47
|
|
Equipois supply earn-out
|
$
|
—
|
|
|
$
|
189
|
|
Cumulative retrospective adjustment to retained earnings for ASU 2016-09 adoption
|
$
|
—
|
|
|
$
|
171
|
|
Repurchase of warrants and share issuance
|
$
|
—
|
|
|
$
|
2,245
|
|
April 2017 warrant issuance
|
$
|
—
|
|
|
$
|
3,301
|
|
|
Foreign Currency Translation
|
||
Balance at December 31, 2017
|
$
|
(340
|
)
|
Other comprehensive gain before reclassification
|
157
|
|
|
Balance at September 30, 2018
|
$
|
(183
|
)
|
•
|
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
|
||||||||
September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Warrant liabilities
|
|
$
|
1,810
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,810
|
|
Contingent consideration liability
|
|
$
|
47
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47
|
|
Contingent success fee liability
|
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
|
|
|
|
|
|
|
|
||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
|
$
|
1,648
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,648
|
|
Contingent consideration liability
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
42
|
|
Contingent success fee liability
|
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
|
Warrant Liability
|
|
Contingent
Consideration Liability
|
|
Contingent Success
Fee Liability
|
||||||
Balance at December 31, 2017
|
|
$
|
1,648
|
|
|
$
|
42
|
|
|
$
|
39
|
|
Loss on revaluation of warrants issued in conjunction with 2015 financing
|
|
162
|
|
|
—
|
|
|
—
|
|
|||
Gain on revaluation of liability
|
|
—
|
|
|
(5
|
)
|
|
(6
|
)
|
|||
Reclassification from accrued liabilities
|
|
—
|
|
|
10
|
|
|
—
|
|
|||
Balance at September 30, 2018
|
|
$
|
1,810
|
|
|
$
|
47
|
|
|
$
|
33
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Raw materials
|
$
|
2,144
|
|
|
$
|
1,737
|
|
Work in progress
|
254
|
|
|
—
|
|
||
Finished goods
|
1,299
|
|
|
1,463
|
|
||
|
3,697
|
|
|
3,200
|
|
||
Less: inventory reserve
|
(336
|
)
|
|
(175
|
)
|
||
Inventories, net
|
$
|
3,361
|
|
|
$
|
3,025
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Deferred extended maintenance and support
|
$
|
2,358
|
|
|
$
|
1,763
|
|
Deferred rental income
|
32
|
|
|
73
|
|
||
Customer deposits and advances
|
56
|
|
|
52
|
|
||
Deferred device revenues
|
34
|
|
|
31
|
|
||
Total deferred revenues
|
2,480
|
|
|
1,919
|
|
||
Less current portion
|
(945
|
)
|
|
(1,103
|
)
|
||
Deferred revenues, non-current
|
$
|
1,535
|
|
|
$
|
816
|
|
|
Nine months ended September 30, 2018
|
||
Beginning balance
|
$
|
1,919
|
|
Deferral of revenue
|
1,828
|
|
|
Recognition of deferred revenue
|
(1,267
|
)
|
|
Ending balance
|
$
|
2,480
|
|
|
Device and related
|
|
Engineering
|
|
|
||||||||||||||
|
Medical
|
|
Industrial
|
|
Total
|
|
services
|
|
Total
|
||||||||||
Device revenue
|
$
|
1,084
|
|
|
$
|
736
|
|
|
$
|
1,820
|
|
|
$
|
—
|
|
|
$
|
1,820
|
|
Service, support and rentals
|
644
|
|
|
9
|
|
|
653
|
|
|
—
|
|
|
653
|
|
|||||
Parts and other
|
16
|
|
|
44
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|||||
Collaborative arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
|||||
|
$
|
1,744
|
|
|
$
|
789
|
|
|
$
|
2,533
|
|
|
$
|
17
|
|
|
$
|
2,550
|
|
|
Device and related
|
|
Engineering
|
|
|
||||||||||||||
|
Medical
|
|
Industrial
|
|
Total
|
|
services
|
|
Total
|
||||||||||
Device revenue
|
$
|
4,691
|
|
|
$
|
1,669
|
|
|
$
|
6,360
|
|
|
$
|
—
|
|
|
$
|
6,360
|
|
Service, support and rentals
|
1,425
|
|
|
9
|
|
|
1,434
|
|
|
—
|
|
|
1,434
|
|
|||||
Parts and other
|
150
|
|
|
64
|
|
|
214
|
|
|
—
|
|
|
214
|
|
|||||
Collaborative arrangements
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|||||
|
$
|
6,266
|
|
|
$
|
1,742
|
|
|
$
|
8,008
|
|
|
$
|
28
|
|
|
$
|
8,036
|
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Developed technology
|
$
|
1,160
|
|
|
$
|
(1,095
|
)
|
|
$
|
65
|
|
Customer relationships
|
70
|
|
|
(66
|
)
|
|
4
|
|
|||
Customer trade name
|
380
|
|
|
(359
|
)
|
|
21
|
|
|||
|
$
|
1,610
|
|
|
$
|
(1,520
|
)
|
|
$
|
90
|
|
|
September 30,
2018 |
|
December 31,
2017
|
||||
Salaries, benefits and related expenses
|
$
|
2,275
|
|
|
$
|
2,850
|
|
Severance
|
488
|
|
|
—
|
|
||
Device warranty
|
300
|
|
|
232
|
|
||
Clinical trials
|
214
|
|
|
136
|
|
||
Device maintenance
|
78
|
|
|
121
|
|
||
Capital lease obligation
|
35
|
|
|
34
|
|
||
Other
|
79
|
|
|
130
|
|
||
Total
|
$
|
3,469
|
|
|
$
|
3,503
|
|
|
Maintenance
|
|
Warranty
|
|
Total
|
||||||
Balance at December 31, 2017
|
$
|
121
|
|
|
$
|
232
|
|
|
$
|
353
|
|
Additions for estimated future expense
|
—
|
|
|
312
|
|
|
312
|
|
|||
Incurred costs
|
(43
|
)
|
|
(244
|
)
|
|
(287
|
)
|
|||
Balance at September 30, 2018
|
$
|
78
|
|
|
$
|
300
|
|
|
$
|
378
|
|
Period
|
|
Amount
|
||
2018 - remainder
|
|
$
|
583
|
|
2019
|
|
2,333
|
|
|
2020
|
|
2,333
|
|
|
2021
|
|
440
|
|
|
Total principal payments
|
|
5,689
|
|
|
Less accreted portion of final payment fee, net of issuance cost and success fee discounts
|
|
157
|
|
|
Long-term debt, net
|
|
$
|
5,532
|
|
|
|
|
||
Current portion
|
|
2,333
|
|
|
Long-term portion
|
|
3,199
|
|
|
Long-term debt, net
|
|
$
|
5,532
|
|
Period
|
|
Capital Lease
|
|
Operating Leases
|
||||
2018 - remainder
|
|
$
|
6
|
|
|
$
|
134
|
|
2019
|
|
37
|
|
|
543
|
|
||
2020
|
|
22
|
|
|
555
|
|
||
2021
|
|
—
|
|
|
568
|
|
||
2022
|
|
—
|
|
|
263
|
|
||
Total minimum payments
|
|
65
|
|
|
$
|
2,063
|
|
|
Less interest
|
|
(3
|
)
|
|
|
|||
Present value minimum payments
|
|
62
|
|
|
|
|||
Less current portion
|
|
(35
|
)
|
|
|
|||
Long-term portion
|
|
$
|
27
|
|
|
|
Source
|
|
Exercise
Price
|
|
Term
(Years)
|
|
December 31,
2017 |
|
Issued
|
|
Expired
|
|
September 30, 2018
|
||||||
Information Agent Warrants
|
|
$
|
1.50
|
|
|
3
|
|
200
|
|
|
—
|
|
|
—
|
|
|
200
|
|
2015 Warrants
|
|
$
|
3.74
|
|
|
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
|
|
|
—
|
|
|
—
|
|
|
3,396
|
|
Current share price
|
$
|
2.34
|
|
Conversion price
|
$
|
3.74
|
|
Risk-free interest rate
|
2.83%
|
|
|
Term (years)
|
2.25
|
|
|
Volatility of stock
|
105.5%
|
|
|
Stock
Awards
|
|
Weighted-
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Life (Years)
|
|
Aggregate
Intrinsic
Value
|
|||||
Balance as of December 31, 2017
|
3,156
|
|
|
$
|
4.96
|
|
|
|
|
|
||
Options granted
|
3,295
|
|
|
$
|
1.90
|
|
|
|
|
|
||
Options exercised
|
(1
|
)
|
|
1.13
|
|
|
|
|
|
|||
Options forfeited
|
(427
|
)
|
|
$
|
4.68
|
|
|
|
|
|
||
Options cancelled
|
(135
|
)
|
|
$
|
8.07
|
|
|
|
|
|
||
Balance as of September 30, 2018
|
5,888
|
|
|
$
|
3.20
|
|
|
8.36
|
|
$
|
2,358
|
|
Vested and expected to vest at September 30, 2018
|
5,888
|
|
|
$
|
3.20
|
|
|
8.36
|
|
$
|
2,358
|
|
Exercisable as of September 30, 2018
|
2,065
|
|
|
$
|
5.45
|
|
|
5.98
|
|
$
|
308
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Dividend yield
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Risk-free interest rate
|
2.75%-2.99%
|
|
|
1.83%-1.94%
|
|
|
2.70% - 2.99%
|
|
|
1.83%-2.29%
|
|
Expected term (in years)
|
5-6
|
|
|
5-6
|
|
|
5-10
|
|
|
5-9
|
|
Volatility
|
106
|
%
|
|
87
|
%
|
|
104
|
%
|
|
82
|
%
|
|
Number of
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Unvested as of December 31, 2017
|
617
|
|
|
$
|
1.65
|
|
Granted
|
354
|
|
|
$
|
1.78
|
|
Vested
|
(584
|
)
|
|
$
|
1.45
|
|
Forfeited
|
(94
|
)
|
|
$
|
2.78
|
|
Unvested at September 30, 2018
|
293
|
|
|
$
|
1.82
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Sales and marketing
|
$
|
171
|
|
|
$
|
187
|
|
|
$
|
446
|
|
|
$
|
365
|
|
Research and development
|
87
|
|
|
103
|
|
|
312
|
|
|
287
|
|
||||
General and administrative
|
680
|
|
|
360
|
|
|
1,474
|
|
|
917
|
|
||||
Restructuring charges
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
||||
|
$
|
938
|
|
|
$
|
650
|
|
|
$
|
2,232
|
|
|
$
|
1,755
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss applicable to common stockholders, basic and diluted
|
$
|
(6,983
|
)
|
|
$
|
(6,335
|
)
|
|
$
|
(22,860
|
)
|
|
$
|
(20,144
|
)
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average number of shares, basic and diluted
|
61,381
|
|
|
34,720
|
|
|
60,721
|
|
|
27,425
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share, basic and diluted
|
$
|
(0.11
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.73
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Options to purchase common stock
|
5,888
|
|
|
2,972
|
|
|
5,888
|
|
|
2,972
|
|
Restricted stock
|
293
|
|
|
609
|
|
|
293
|
|
|
609
|
|
Warrants for common stock
|
3,396
|
|
|
3,426
|
|
|
3,396
|
|
|
3,426
|
|
Total common stock equivalents
|
9,577
|
|
|
7,007
|
|
|
9,577
|
|
|
7,007
|
|
|
Device and Related
|
|
Engineering
|
|
|
||||||||||||||
|
Medical
|
|
Industrial
|
|
Total
|
|
Services
|
|
Total
|
||||||||||
Three months ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
1,744
|
|
|
$
|
789
|
|
|
$
|
2,533
|
|
|
$
|
17
|
|
|
$
|
2,550
|
|
Cost of revenue
|
827
|
|
|
618
|
|
|
1,445
|
|
|
22
|
|
|
1,467
|
|
|||||
Gross profit
|
$
|
917
|
|
|
$
|
171
|
|
|
$
|
1,088
|
|
|
$
|
(5
|
)
|
|
$
|
1,083
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Three months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
1,320
|
|
|
$
|
267
|
|
|
$
|
1,587
|
|
|
$
|
10
|
|
|
$
|
1,597
|
|
Cost of revenue
|
880
|
|
|
165
|
|
|
1,045
|
|
|
8
|
|
|
1,053
|
|
|||||
Gross profit
|
$
|
440
|
|
|
$
|
102
|
|
|
$
|
542
|
|
|
$
|
18
|
|
|
$
|
544
|
|
|
Device and Related
|
|
Engineering
|
|
|
||||||||||||||
|
Medical
|
|
Industrial
|
|
Total
|
|
Services
|
|
Total
|
||||||||||
Nine months ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
6,266
|
|
|
$
|
1,742
|
|
|
$
|
8,008
|
|
|
$
|
28
|
|
|
$
|
8,036
|
|
Cost of revenue
|
3,699
|
|
|
1,483
|
|
|
5,182
|
|
|
35
|
|
|
5,217
|
|
|||||
Gross profit
|
$
|
2,567
|
|
|
$
|
259
|
|
|
$
|
2,826
|
|
|
$
|
(7
|
)
|
|
$
|
2,819
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nine months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Revenue
|
$
|
3,692
|
|
|
$
|
1,170
|
|
|
$
|
4,862
|
|
|
$
|
38
|
|
|
$
|
4,900
|
|
Cost of revenue
|
2,786
|
|
|
807
|
|
|
3,593
|
|
|
15
|
|
|
3,608
|
|
|||||
Gross profit
|
$
|
906
|
|
|
$
|
363
|
|
|
$
|
1,269
|
|
|
$
|
23
|
|
|
$
|
1,292
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
United States
|
$
|
1,845
|
|
|
$
|
1,130
|
|
|
$
|
4,976
|
|
|
$
|
3,092
|
|
All Other
|
705
|
|
|
467
|
|
|
3,060
|
|
|
1,808
|
|
||||
|
$
|
2,550
|
|
|
$
|
1,597
|
|
|
$
|
8,036
|
|
|
$
|
4,900
|
|
•
|
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 the Company’s 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;
|
•
|
our ability to obtain or maintain patent protection for the Company’s 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 failure to implement our business plan or strategies;
|
•
|
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.
|
|
Three months ended September 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Device and related
|
$
|
2,533
|
|
|
$
|
1,587
|
|
|
$
|
946
|
|
|
60
|
%
|
Engineering services
|
17
|
|
|
10
|
|
|
7
|
|
|
70
|
%
|
|||
Total revenue
|
2,550
|
|
|
1,597
|
|
|
953
|
|
|
60
|
%
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Device and related
|
1,445
|
|
|
1,045
|
|
|
400
|
|
|
38
|
%
|
|||
Engineering services
|
22
|
|
|
8
|
|
|
14
|
|
|
175
|
%
|
|||
Total cost of revenue
|
1,467
|
|
|
1,053
|
|
|
414
|
|
|
39
|
%
|
|||
Gross profit
|
1,083
|
|
|
544
|
|
|
539
|
|
|
99
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
3,106
|
|
|
3,226
|
|
|
(120
|
)
|
|
(4
|
)%
|
|||
Research and development
|
1,282
|
|
|
1,986
|
|
|
(704
|
)
|
|
(35
|
)%
|
|||
General and administrative
|
2,785
|
|
|
2,414
|
|
|
371
|
|
|
15
|
%
|
|||
Change in fair value, contingent liabilities
|
4
|
|
|
(16
|
)
|
|
20
|
|
|
(125
|
)%
|
|||
Total operating expenses
|
7,177
|
|
|
7,610
|
|
|
(433
|
)
|
|
(6
|
)%
|
|||
Loss from operations
|
(6,094
|
)
|
|
(7,066
|
)
|
|
972
|
|
|
(14
|
)%
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(145
|
)
|
|
(165
|
)
|
|
20
|
|
|
(12
|
)%
|
|||
Gain (loss) on warrant liability
|
(681
|
)
|
|
1,814
|
|
|
(2,495
|
)
|
|
(138
|
)%
|
|||
Loss on repurchase of warrants
|
—
|
|
|
(1,067
|
)
|
|
1,067
|
|
|
(100
|
)%
|
|||
Other income (expense), net
|
(63
|
)
|
|
149
|
|
|
(212
|
)
|
|
(142
|
)%
|
|||
Total other income (expense), net
|
(889
|
)
|
|
731
|
|
|
(1,620
|
)
|
|
(222
|
)%
|
|||
Net loss
|
$
|
(6,983
|
)
|
|
$
|
(6,335
|
)
|
|
$
|
(648
|
)
|
|
10
|
%
|
|
Nine months ended September 30,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|
% Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Device and related
|
$
|
8,008
|
|
|
$
|
4,862
|
|
|
$
|
3,146
|
|
|
65
|
%
|
Engineering services
|
28
|
|
|
38
|
|
|
(10
|
)
|
|
(26
|
)%
|
|||
Total revenue
|
8,036
|
|
|
4,900
|
|
|
3,136
|
|
|
64
|
%
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Device and related
|
5,182
|
|
|
3,593
|
|
|
1,589
|
|
|
44
|
%
|
|||
Engineering services
|
35
|
|
|
15
|
|
|
20
|
|
|
133
|
%
|
|||
Total cost of revenue
|
5,217
|
|
|
3,608
|
|
|
1,609
|
|
|
45
|
%
|
|||
Gross profit
|
2,819
|
|
|
1,292
|
|
|
1,527
|
|
|
118
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Sales and marketing
|
10,892
|
|
|
9,563
|
|
|
1,329
|
|
|
14
|
%
|
|||
Research and development
|
4,479
|
|
|
7,491
|
|
|
(3,012
|
)
|
|
(40
|
)%
|
|||
General and administrative
|
9,350
|
|
|
7,430
|
|
|
1,920
|
|
|
26
|
%
|
|||
Restructuring
|
—
|
|
|
665
|
|
|
(665
|
)
|
|
(100
|
)%
|
|||
Change in fair value, contingent liabilities
|
(11
|
)
|
|
(191
|
)
|
|
180
|
|
|
(94
|
)%
|
|||
Total operating expenses
|
24,710
|
|
|
24,958
|
|
|
(248
|
)
|
|
(1
|
)%
|
|||
Loss from operations
|
(21,891
|
)
|
|
(23,666
|
)
|
|
1,775
|
|
|
(8
|
)%
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(469
|
)
|
|
(482
|
)
|
|
13
|
|
|
(3
|
)%
|
|||
Gain (loss) on warrant liability
|
(162
|
)
|
|
4,851
|
|
|
(5,013
|
)
|
|
(103
|
)%
|
|||
Loss on repurchase of warrants
|
—
|
|
|
(1,067
|
)
|
|
1,067
|
|
|
(100
|
)%
|
|||
Other income (expense), net
|
(338
|
)
|
|
220
|
|
|
(558
|
)
|
|
(254
|
)%
|
|||
Total other income (expense), net
|
(969
|
)
|
|
3,522
|
|
|
(4,491
|
)
|
|
(128
|
)%
|
|||
Net loss
|
$
|
(22,860
|
)
|
|
$
|
(20,144
|
)
|
|
$
|
(2,716
|
)
|
|
13
|
%
|
|
Nine months ended September 30,
|
||||||
|
2018
|
|
2017
|
||||
Net cash used in operating activities
|
$
|
(17,011
|
)
|
|
$
|
(25,582
|
)
|
Net cash used in investing activities
|
(51
|
)
|
|
(353
|
)
|
||
Net cash provided by financing activities
|
2,377
|
|
|
42,459
|
|
||
Effect of exchange rate changes on cash
|
(133
|
)
|
|
69
|
|
||
Net increase (decrease) in cash
|
(14,818
|
)
|
|
16,593
|
|
||
Cash at the beginning of the period
|
27,813
|
|
|
16,846
|
|
||
Cash at the end of the period
|
$
|
12,995
|
|
|
$
|
33,439
|
|
|
Payments Due By Period:
|
||||||||||||||||||
|
Total
|
|
Less than
One Year
|
|
1-3 Years
|
|
3-5 Years
|
|
After
5 Years
|
||||||||||
Term loan
|
$
|
6,194
|
|
|
$
|
2,669
|
|
|
$
|
3,525
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Facility operating lease
|
2,063
|
|
|
539
|
|
|
1,217
|
|
|
307
|
|
|
—
|
|
|||||
Purchase obligations
|
2,033
|
|
|
2,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Capital lease
|
65
|
|
|
34
|
|
|
31
|
|
|
—
|
|
|
|
||||||
Total
|
$
|
10,355
|
|
|
$
|
5,275
|
|
|
$
|
4,773
|
|
|
$
|
307
|
|
|
$
|
—
|
|
|
·
|
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.
|
|
·
|
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.
|
|
·
|
restrictions on the products, manufacturers or manufacturing process;
|
|
·
|
adverse inspectional observations (Form 483), warning letters, non-warning letters incorporating inspectional observations;
|
|
·
|
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.
|
|
·
|
general economic uncertainties and political concerns;
|
|
·
|
the introduction of new products or product lines;
|
|
·
|
product modifications;
|
|
·
|
the level of market acceptance of new products;
|
|
·
|
the availability of coverage and adequate reimbursement by third-party payers of services provided using our products;
|
|
·
|
the timing and amount of research and development and other expenditures;
|
|
·
|
timing of the receipt of orders from, and product shipments to, distributors and customers;
|
|
·
|
changes in the distribution arrangements for our products;
|
|
·
|
manufacturing or supply delays;
|
|
·
|
the time needed to educate and train additional sales and manufacturing personnel; and
|
|
·
|
costs associated with defending our intellectual property.
|
|
·
|
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.
|
|
·
|
delays in delivery or shortages in components that could interrupt and delay manufacturing and result in cancellations of orders for our products;
|
|
·
|
increased component prices and supply delays as we establish alternative suppliers;
|
|
·
|
inability to develop alternative sources for product components;
|
|
·
|
required modifications of our products, which may cause delays in product shipments, increased manufacturing costs, and increased product prices; and
|
|
·
|
increased inventory costs as we hold more inventory than we otherwise might in order to avoid problems from shortages or discontinuance, which may result in write-offs if we are unable to use all such products in the future.
|
|
·
|
test, introduce and develop new products and services including enhancements to our existing products;
|
|
·
|
develop and expand the breadth of products and services offered;
|
|
·
|
develop and expand our market presence through relationships with third parties; and
|
|
·
|
generate satisfactory revenues from such expanded products or services to fund the foregoing requirements while obtaining and maintaining satisfactory profit margins.
|
|
·
|
maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;
|
|
·
|
maintain policies relating to disclosure controls and procedures;
|
|
·
|
prepare and distribute periodic reports in compliance with our obligations under federal securities laws;
|
|
·
|
institute a more comprehensive compliance function, including with respect to corporate governance; and
|
|
·
|
involve, to a greater degree, our outside legal counsel and accountants in the above activities.
|
|
·
|
compliance with the auditor attestation requirements in the assessment of our internal control over financial reporting;
|
|
·
|
compliance with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements;
|
|
·
|
full disclosure and analysis obligations regarding executive compensation; and
|
|
·
|
compliance with regulatory requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
|
|
·
|
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, investments or strategic alliances; and
|
|
·
|
general market conditions and other factors, including factors unrelated to our operating performance.
|
Exhibit
Number
|
|
Description
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
101*
|
|
The following financial statements from the Ekso Bionics Holdings, Inc. Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, formatted in Extensible Business Reporting Language (“XBRL”):
|
|
|
|
•
|
unaudited condensed consolidated balance sheets;
|
|
|
•
|
unaudited condensed consolidated statements of operations and comprehensive loss;
|
|
|
•
|
unaudited condensed consolidated statement of cash flows;
|
|
|
•
|
notes to unaudited condensed consolidated financial statements;
|
|
*
|
Filed herewith
|
|
EKSO BIONICS HOLDINGS, INC.
|
|
|
|
|
Date: November 7, 2018
|
By:
|
/s/ Jack Peurach
|
|
|
Jack Peurach
|
|
|
President and Chief Executive Officer
|
|
|
|
Date: November 7, 2018
|
By:
|
/s/ John F. Glenn
|
|
|
John F. Glenn
|
|
|
Chief Financial Officer
|
|
|
|
|
|
(Duly Authorized Officer and Principal Financial and Accounting Officer)
|
2
|
Title; Capacity.
|
3
|
Compensation and Benefits.
|
5
|
Interference with Business; Use of Confidential or Proprietary Information.
|
7
|
Confidentiality.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
|
|
||
Jack Peurach
|
|
|
|
|
|
|
||
|
|
|
|
|||||
Ekso Bionics Holdings, Inc.
|
|
|
|
|
|
|
||
|
|
|
|
|
||||
By:
|
|
|
|
|
|
Date:
|
|
|
Its:
|
|
|
|
|
|
|
|
|
|
|
Company: Ekso Bionics Holdings, Inc.
|
Employee:
|
|
By:
|
|
|
|
|
Signature
|
Name:
|
|
|
|
|
Name (Please Print full legal name)
|
Title:
|
|
_______________________________________
Date of Signature
|
|
|
(1)
|
I have reviewed this Quarterly Report on Form 10-Q of Ekso Bionics Holdings, Inc.;
|
(2)
|
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;
|
(3)
|
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;
|
(4)
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
(5)
|
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):
|
(a)
|
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
|
(b)
|
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.
|
|
/s/ Jack Peurach
|
|
Jack Peurach
|
|
Principal Executive Officer
|
(1)
|
I have reviewed this Quarterly Report on Form 10-Q of Ekso Bionics Holdings, Inc.;
|
(2)
|
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;
|
(3)
|
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;
|
(4)
|
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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