10-K: Ekso Bionics Revenue Plunges 29%, Announces Cloud Merger

Sentiment:

Annual Report 23 February 2026 4:06 PM

📋All filings for Ekso Bionics Holdings, INC

Ekso Bionics Holdings, Inc. reported a 29% decrease in revenue for 2025 and announced a definitive agreement to merge with Applied Digital Cloud Corporation, with the combined entity to be renamed ChronoScale Corporation.

Delay expectedThe general commercialization process for the Nomad product is expected to begin in late 2026, subject to clinical and patient feedback from clinical trials.The company is unable to ship Ekso Indego Therapy and Ekso Indego Personal products into the European Union until its CE certificate is updated to reflect a manufacturing location change, which is expected in the first half of 2026.The EU MDR application for EksoNR products is pending technical review, with the ability to place products on the market under old MDD certificates only until December 31, 2028, subject to restrictions.The business combination with Applied Digital Cloud Corporation, while anticipated in Q2 2026, is subject to numerous conditions, and 'there can be no assurance that the foregoing conditions will be satisfied in a timely manner or at all.'

Capital raiseIssued and sold 5,852 shares of Series B Preferred Stock (convertible into 711,922 common shares at $8.22/share) and warrants for 355,960 common shares at $8.22/share on January 22, 2026, with expected net proceeds of approximately $5.3 million.Issued and sold 769,490 shares of common stock in a registered direct offering on October 30, 2025, for net proceeds of approximately $3.2 million.Sold 238,154 shares of common stock under an At The Market (ATM) Agreement for aggregate net proceeds of $0.9 million during 2025, before terminating the ATM Prospectus on October 28, 2025.Entered into a Secured Promissory Note and Security Agreement with B. Riley Commercial Capital, LLC on September 12, 2025, for a secured term loan of up to $2.0 million.The company explicitly states it 'intends to raise funds through one or more financings in the near term in order to meet our cash requirements for the next 12 months.'The business combination with Applied Digital Cloud Corporation is conditioned on the combined company having at least $15 million in cash and cash equivalents, inclusive of net proceeds from a concurrent private placement (PIPE Investment).

Worse than expectedRevenue decreased by 29% year-over-year.Net loss increased by 3% year-over-year.Cash and restricted cash significantly declined by over 80%.Working capital decreased by over 50%.Net cash used in operating activities increased, indicating higher cash burn.The company explicitly states 'substantial doubt exists about our ability to continue as a going concern for a period of one year.'Impairment losses on intangible assets were recognized.

Summary

Ekso Bionics Holdings, Inc. (EKSO) reported a 29% decrease in revenue, totaling $12.799 million for the year ended December 31, 2025, down from $17.925 million in 2024.
The company's net loss increased slightly to $11.695 million in 2025, compared to $11.330 million in 2024.
An accumulated deficit of $262.4 million was reported as of December 31, 2025, up from $250.5 million in 2024.
Cash and restricted cash significantly decreased to $1.169 million at year-end 2025 from $6.493 million in 2024.
Working capital declined to $5.4 million in 2025 from $11.3 million in 2024.
Net cash used in operating activities increased to $11.801 million in 2025 from $9.846 million in 2024.
A definitive Contribution and Exchange Agreement was signed on February 15, 2026, to combine with Applied Digital Cloud Corporation, a subsidiary of Applied Digital Corporation.
Upon closing of the business combination, Ekso Bionics will change its name to ChronoScale Corporation, and the Contributor (APLD ChronoScale HoldCo LLC) is expected to own approximately 97% of the combined company's outstanding equity.
The business combination is subject to several conditions, including stockholder approval, SEC clearance, Nasdaq listing approval, and the combined company having at least $15 million in cash and cash equivalents.
The company raised approximately $5.3 million in net proceeds from a private placement of Series B Preferred Stock and warrants on January 22, 2026.
An additional $3.2 million in net proceeds was raised from a registered direct offering in October 2025, and $0.9 million from an At The Market (ATM) offering in 2025, which was subsequently terminated.
A 1-for-15 reverse stock split was effected on June 2, 2025, to regain compliance with Nasdaq's minimum bid price requirement.
An impairment loss of $0.570 million was recognized on the trade name asset and $0.180 million on an intellectual property asset due to the termination of a licensing agreement in 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a highly concerning filing due to significant revenue decline, increasing net losses, substantial cash burn, and explicit 'going concern' doubt. The proposed business combination, while a potential lifeline, involves extreme dilution for existing shareholders and a fundamental shift in business focus, indicating severe distress in the current operations.

Positives

CMS approved a payment level of approximately $91,000 for Medicare reimbursement of the Ekso Indego Personal device, effective April 1, 2024, creating potential for increased demand.
Partnerships with National Seating & Mobility, Bionic Prosthetics & Orthotics Group, and Ottobock Patient Care are expected to bear fruit in 2026 and beyond for Personal Health products.
Improvements in candidate screening and submission documentation for Medicare reimbursement have led to an increase in partner submissions.
Received CE certificate for Ekso Indego Therapy and Ekso Indego Personal on February 10, 2025, finalizing the transition to EU MDR.
No material cybersecurity threats were identified as of the date of the Annual Report.

Negatives

Revenue decreased by 29% to $12.799 million in 2025 compared to $17.925 million in 2024, primarily due to lower Enterprise Health device sales in EMEA.
Net loss increased to $11.695 million in 2025 from $11.330 million in 2024.
Accumulated deficit grew to $262.4 million as of December 31, 2025.
Cash and restricted cash significantly decreased to $1.169 million at year-end 2025 from $6.493 million in 2024.
Working capital decreased to $5.4 million in 2025 from $11.3 million in 2024.
Net cash used in operating activities increased by $2.0 million to $11.801 million in 2025.
Substantial doubt exists about the company's ability to continue as a going concern for the next 12 months.
An impairment loss of $0.570 million was recorded on the trade name asset and $0.180 million on an intellectual property asset in 2025.
The HAWE Hydraulik license agreement was terminated in January 2025, eliminating expected royalty revenue.
Manufacturing transfer of Ekso Indego Therapy and Ekso Indego Personal to California means products cannot be shipped to the EU until the CE certificate is updated (expected H1 2026).
The company's common stock was subject to a 1-for-15 reverse split to regain Nasdaq compliance.

Risks

The proposed business combination with Applied Digital Cloud Corporation may not be completed on contemplated terms or timeline, or at all, which could materially adversely affect the business, financial condition, and results of operations.
Incurring substantial costs related to the business combination, impacting liquidity, and the ability to survive as a standalone business if the transaction is not consummated.
If the business combination is not consummated, the company expects limited cash resources, insufficient liquidity for the next twelve months, and potential liquidation.
Failure to manage the complex and lengthy reimbursement process for Personal Health products could adversely affect business and operating results.
Highly competitive and developing markets for products, with important assumptions about potential market size potentially being inaccurate.
Inability to produce products at satisfactory quality, in a timely manner, in sufficient quantities, or at an acceptable cost due to reliance on third-party manufacturers.
Shortages in materials and supply chain disruptions could impact future results.
Coverage policies and reimbursement levels of third-party payers (VA, Medicare, Medicaid, commercial) may impact sales growth of products.
Acquisition and integration of other companies, businesses, or technologies could result in operating difficulties, dilution, and other harmful consequences.
Inability to enhance product offerings through research and development efforts.
Significant losses incurred to date and anticipated future losses, with no guarantee of achieving or maintaining profitability.
Promissory note agreements impose financial and operational restrictions, limiting management's discretion.
Inability to generate sufficient cash flow to service debt obligations and operate the business.
Material impairments in the value of intangible assets could negatively affect operating results.
Inability to leverage cost structure or achieve better margins.
Failure to maintain effective internal control over financial reporting.
Intellectual property rights protection can be costly and success is not certain, with potential for litigation and infringement claims.
Some intellectual property is not under complete control (e.g., co-owned patents with UC Berkeley), which could reduce its value.
Patent terms may be inadequate to protect competitive position for an adequate amount of time.
Failure to obtain or maintain necessary regulatory clearances or approvals for medical device products, or delays in approvals for future products/modifications.
Modifications to products may require new 510(k) clearances or premarket approvals, or require cessation of marketing/recalls.
Failure to meet strict post-market regulatory requirements could result in fines, costs, or facility closures.
Subject to fines, penalties, or injunctions for promoting unapproved or "off-label" uses.
Adverse medical device reporting obligations, voluntary corrective actions, or agency enforcement actions.
Failure to comply with anti-kickback and fraud regulations could result in substantial penalties.
Changes in law or regulation could make it more difficult and costly to manufacture, market, and distribute products or obtain/maintain regulatory approval.
Healthcare changes in the U.S. and other countries could negatively impact future operating results.
Failure to comply with HIPAA or HITECH Act could result in significant penalties.
Subject to cybersecurity risks to systems, infrastructure, technology, and data.
Products may become subject to voluntary or involuntary recall, leading to financial and reputational harm.
Product liability insurance may not adequately cover potential claims or recalls.
Warranty claims and accelerated maintenance programs result in additional operating costs.
Future issuances of equity securities will dilute existing stockholders.
Market price of common stock has been, and may continue to be, highly volatile.
Limited trading volume of common stock may affect stock price.
Failure to satisfy Nasdaq continued listing requirements could lead to delisting.
Reduced reporting requirements as a smaller reporting company may make common stock less attractive to investors.

Future Outlook

The company expects the majority of its revenue in 2026 to continue coming from Enterprise Health sales, with Personal Health product sales contributing more quarter over quarter. The general commercialization process for the Nomad product is expected to begin in late 2026, subject to clinical and patient feedback. The proposed business combination with Applied Digital Cloud Corporation is anticipated to close in the second quarter of 2026, subject to various conditions, and will result in the company being renamed ChronoScale Corporation. If the business combination is not consummated, the company anticipates limited cash resources and insufficient liquidity to sustain operations for the next twelve months, potentially leading to liquidation without significant additional capital fundraising.

Management Comments

We are committed to helping people improve mobility and live healthier lives through combining the use of technology with advanced rehabilitative programs.
We believe that the BalanceTutor offers treatment options that are complementary to our rehabilitation exoskeletons and that the two can be used in combination for many patients.
We believe that sales of our Personal Health products have the potential to be a significant growth driver for us as we work to gain coverage by other insurance providers, expand the products' indications of use beyond SCI and optimize our reimbursement submission processes.
We anticipate that many of these individuals [over 50 people qualifying for potential reimbursement for Ekso Indego Personal] will have their claims submitted to CMS by our partners over the next 12 months, though we expect our processes and procedures to continue to be refined as we continue to scale this sales channel over time.
Management intends to raise funds through one or more financings in the near term in order to meet our cash requirements for the next 12 months.
Management currently estimates that the Company's cash on hand as of December 31, 2025, in addition to the net proceeds from the Private Placement, will fund its operations until the end of the second quarter of 2026.
We do not expect, nor do our historical operating results suggest, that cash flows generated from operations will be sufficient to meet our material cash requirements in the long term.

Industry Context

StockSavvy.ai notes that the medical technology and industrial robotics industries, particularly exoskeleton technology, are characterized by intense competition and rapid technological change. The company's focus on neurorehabilitation and mobility aligns with growing demand for assistive technologies, but faces competition from traditional therapies and other robotic devices. The approval of Medicare reimbursement for Ekso Indego Personal is a significant development, potentially expanding market access in the U.S. However, the industry is also subject to evolving regulatory landscapes (e.g., EU MDR transition, QMSR) and cost containment pressures from payers, which can impact product pricing and adoption. The proposed merger with a cloud computing business represents a significant strategic shift, moving beyond its core medical device focus, which is an unusual move in the specialized medical device sector.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Bylaws Amendment	Second Amended and Restated Bylaws of ChronoScale Corporation adopted, effective as of a date in 2026, including provisions for annual and special meetings, quorum requirements, voting, and director indemnification.	2026	These amendments update the corporate governance framework, particularly in anticipation of the business combination and name change to ChronoScale Corporation, and include specific provisions regarding stockholder actions and director elections, potentially impacting shareholder influence and board composition post-merger.
Articles of Incorporation Amendment	Second Amended and Restated Articles of Incorporation of ChronoScale Corporation adopted, effective as of a date in 2026, changing the company name, updating authorized shares (290M common, 10M preferred), and incorporating the Series B Certificate of Designation.	2026	This amendment is fundamental to the business combination, establishing the new corporate identity and capital structure. The significant increase in authorized common shares and the Series B Preferred Stock provisions could lead to substantial dilution for existing common stockholders.
Equity Incentive Plan Adoption	ChronoScale Corporation 2026 Omnibus Equity Incentive Plan adopted, authorizing 22,500,000 shares for awards, and suspending the 2014 Plan.	2026	This new equity plan is designed to incentivize employees and directors of the combined entity, aligning compensation with strategic goals. The large number of shares authorized could contribute to future dilution.
Takeover Statute Election	The Corporation expressly elects not to be governed by NRS 78.411 through NRS 78.444, inclusive (Nevada Business Combinations statute), and the Acquisition of Controlling Interest Statute (NRS 78.378-3793) will apply but exempts APLD and its subsidiaries.	2026	This election and exemption significantly impacts potential takeover scenarios. By opting out of certain anti-takeover statutes and exempting APLD, the company may be more susceptible to certain control changes or facilitate APLD's control, potentially reducing protections for minority shareholders in future transactions.

Legal Proceedings

The company is subject to various legal matters arising in the ordinary course of business, but management believes the amount or range of reasonably possible losses will not have a material adverse effect on the business, results of operations, or financial condition.
The results of any litigation cannot be predicted with certainty, and an unfavorable resolution could materially affect future business, results of operations, or financial condition.
Litigation can have an adverse impact due to defense and settlement costs, and diversion of management resources.

Related Party Transactions

No related party transactions occurred during the year ended December 31, 2025.
A mutual release and settlement agreement was entered into on February 4, 2023, with an entity affiliated with a board member, to settle claims related to a 2017 consulting agreement. A total settlement of $325,000 was paid in cash, completed in April 2024.

Stakeholder Impact

Shareholders face significant dilution, with existing shareholders expected to own approximately 3% of the combined company post-merger. There is a risk of complete loss of investment if the business combination fails and additional financing is not secured.
Employees may experience uncertainty regarding their future roles within the combined company, potentially impacting talent attraction and retention, although a new equity incentive plan has been adopted.
Customers for Ekso Indego Personal may see increased access due to Medicare reimbursement, but European customers for Ekso Indego Therapy and Ekso Indego Personal will experience shipment delays until CE certificates are updated.
Creditors face risks due to the company's substantial debt obligations and the explicit 'going concern' warning, indicating potential challenges in meeting financial commitments.
Suppliers may be affected by potential supply chain disruptions and material shortages, impacting manufacturing and delivery schedules.

Next Steps

General commercialization process for Nomad expected to begin in late 2026.
Expected issuance of updated CE certificate for Ekso Indego Therapy and Ekso Indego Personal in H1 2026 to reflect manufacturing location change.
Anticipate submission of Medicare claims for over 50 individuals for Ekso Indego Personal by partners over the next 12 months.
Continue to develop partnerships and pilots with other regional and national O&P suppliers in 2026 and beyond.
Seek insurance coverage beyond CMS and additional indications of use for products.
Consummation of the business combination with Applied Digital Cloud Corporation expected in Q2 2026, subject to conditions.
Company will be renamed ChronoScale Corporation upon closing of the business combination.
Management intends to raise additional funds through various financings to meet cash requirements for the next 12 months.
The company will continue to explore strategic transactions for its medical device business.

Key Dates

Date	Description
2005	Company founded.
2007	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2008	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2009	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2010	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2011	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2012-10-15	Parker entered a license agreement (Exoskeleton License Agreement) with Vanderbilt.
2013	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2014-01-16	Common stock quotation on OTC market began.
2014-12-31	2014 Equity Incentive Plan established.
2015	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2016-08-09	Common stock listed on Nasdaq Capital Market under EKSO.
2017	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2018	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2019-06-30	December 2019 Warrants issued.
2019	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2020-06-30	June 2020 Investor Warrants and Placement Agent Warrants issued.
2020-08-30	Entered into BoC Loan Agreement with Pacific Western Bank.
2020-10-01	Entered into At The Market Offering Agreement (ATM Agreement).
2020	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2021-02-28	2021 Warrants issued.
2021	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2022-07-31	San Rafael Lease commenced.
2022-12-05	Acquired Human Motion Control (HMC) business unit from Parker Hannifin Corporation; delivered Parker Hannifin Promissory Note.
2022	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2023-06-20	Registration statement on Form S-3 declared effective by SEC.
2023-12-31	First principal payment due on Parker Hannifin Promissory Note.
2023	Federal net operating loss carryforwards generated before January 1, 2018, begin to expire.
2024-01-10	January 2024 Offering closed.
2024-04-01	CMS approved payment level for Ekso Indego Personal took effect.
2024-04-11	CMS approved a payment level of approximately $91,000 for Medicare reimbursement of the Ekso Indego Personal.
2024-06-06	Annual Meeting held, Restated 2014 Plan adopted.
2024-06-30	Market value of common stock held by non-affiliates was $8,158,292.
2024-09-03	September 2024 Offering closed.
2024-12-12	Received Nasdaq notice of non-compliance with minimum bid price requirement.
2024-12-31	Fiscal year end.
2025-01-01	ASU 2023-09 (Income Tax Disclosures) adopted prospectively.
2025-01	HAWE Hydraulik notified termination of license agreement.
2025-02-10	Received CE certificate for Ekso Indego Therapy and Ekso Indego Personal, finalizing EU MDR transition.
2025-03-17	Entered into warrant inducement agreement (March 2025 Inducement Warrant).
2025-04-16	Executed Termination Agreement with Vanderbilt of the P-H Knee License Agreement.
2025-05-02	Reverse Stock Split effective date.
2025-05-16	Inducement Warrant became exercisable upon stockholder approval.
2025-06-02	Effected a 1-for-15 reverse split of common stock.
2025-06-13	Regained compliance with Nasdaq Minimum Bid Price Requirement.
2025-09-12	Entered into Secured Promissory Note and Security Agreement with B. Riley Commercial Capital, LLC; paid off BoC Loan Agreement.
2025-10-28	Terminated ATM Prospectus.
2025-10-30	October 2025 Offering closed; issued October 2025 Placement Agent Warrant.
2025-11-05	Issued phantom performance-based restricted stock units (Phantom PSUs) to executive officers.
2025-12-31	Fiscal year end.
2026-01-12	Entered into irrevocable standby letter of credit for $250,000 with third-party contract manufacturer.
2026-01-22	Issued Series B Preferred Stock and warrants in a Private Placement.
2026-02-15	Entered into Contribution and Exchange Agreement with Applied Digital Cloud Corporation.
2026-02-20	Stockholders approved the Business Combination and related proposals via written consent; number of outstanding common shares was 3,563,381.
2026-02	QMSR (Quality Management System Regulation) went into effect.
2026-03-12	Latest date for Issuer to file preliminary Proxy Statement if Meeting Procedures are initiated.
2026-03-13	Latest date for Issuer to file preliminary Information Statement if Written Consent is obtained.
2026-04-20	Initial date for Stockholder Meeting if Meeting Procedures are initiated.
2026-H1	Expected issuance of updated CE certificate for Ekso Indego Therapy and Ekso Indego Personal to reflect manufacturing location change.
2026-Q2	Expected consummation of the Business Combination.
2026-Q2	Cash on hand plus Private Placement proceeds expected to fund operations until the end of this quarter.
2026-07-15	End Date for termination of Contribution Agreement.
2026-09-14	B. Riley Promissory Note matures.
2026-late	Expected general commercialization process for Nomad to begin.
2027-01-22	Series B Preferred Stock redeemable at company's or holder's option.
2027-07-31	Ohio Lease expires.
2027-09-30	Parker Hannifin Promissory Note matures.
2028-12-31	EksoNR products can continue to be placed on the market under EU MDD certificates until this date.
2030-04-30	Ratingen Lease expires.
2030-05-16	March 2025 Inducement Warrant expires.
2030-10-30	October 2025 Placement Agent Warrant expires.
2031	Federal research and development tax credit carryforwards begin to expire.
2032	Medicare payment reductions of up to 2% per fiscal year remain in effect through this year.
2034-04-15	Restated 2014 Plan term extended until this date.
2038-04-29	Vanderbilt Exoskeleton License Agreement continues until this date, unless sooner terminated.

Recommendation

strong sell

The company faces severe financial distress, evidenced by a 29% revenue decline, increasing net losses, substantial cash burn, and an explicit 'going concern' warning. The proposed business combination with Applied Digital Cloud Corporation, while a potential path forward, is highly dilutive, with existing shareholders expected to own only 3% of the combined entity. This transaction fundamentally alters the company's business focus and carries significant execution risks. Without the merger, the company's liquidity is insufficient for the next 12 months, raising the specter of liquidation. Given the dire financial state, extreme dilution, and high uncertainty, a seasoned investor would likely recommend a strong sell.

Keywords

Exoskeleton, Robotics, Medical Devices, Neurorehabilitation, Spinal Cord Injury, Stroke Rehabilitation, Mobility Aids, FDA Clearance, Medicare Reimbursement, Business Combination, ChronoScale Corporation, Applied Digital Cloud, Nasdaq Listing, Capital Raise, Going Concern, Intellectual Property, Cybersecurity, Healthcare Technology, Biomedical Engineering

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