8-K: Ekso Bionics to Merge with Applied Digital Cloud, Rebrand as ChronoScale

Sentiment:

Business Combination Announcement 17 February 2026 6:06 AM

📋All filings for Ekso Bionics Holdings, INC

Ekso Bionics Holdings, Inc. announced a definitive agreement to combine with Applied Digital Cloud Corporation, a subsidiary of Applied Digital Corporation, and will change its name to ChronoScale Corporation, alongside preliminary Q4 2025 financial results.

Capital raiseThe Company intends to complete a private placement of shares of its Common Stock or convertible preferred stock (PIPE Investment) up to an amount to be determined by APLD Intermediate.The PIPE Investment is a condition to the consummation of the Business Combination.The PIPE Investment, when consummated, will be dilutive to both Ekso legacy stockholders and Cloud.

Worse than expectedPreliminary Q4 2025 revenue for Ekso is estimated to be $3.0 million to $3.1 million, a significant decrease from $5.1 million in Q4 2024.Estimated cash as of December 31, 2025, for Ekso was $1.2 million, a substantial decline from $6.5 million as of December 31, 2024.Net cash used in operations for Ekso increased significantly to an estimated $4.3 million in Q4 2025, compared to $1.4 million in Q4 2024.

Summary

Ekso Bionics Holdings, Inc. (Ekso) is entering into a Contribution and Exchange Agreement with APLD Intermediate HoldCo LLC and APLD ChronoScale HoldCo LLC (Contributor), subsidiaries of Applied Digital Corporation (APLD), to acquire Applied Digital Cloud Corporation (Cloud).
Upon closing, Cloud will become a wholly-owned subsidiary of Ekso, and Ekso will change its name to ChronoScale Corporation.
Contributor will contribute 1,200 shares of Cloud common stock (100% of Cloud's equity) to Ekso in exchange for 138,216,820 newly issued shares of Ekso's common stock.
As a result, Contributor is expected to own approximately 97% of the combined company's outstanding equity before giving effect to a PIPE Investment.
The transaction is subject to customary closing conditions, including stockholder approval, SEC clearance of an Information/Proxy Statement, and Ekso having at least $15,000,000 in cash and cash equivalents (including PIPE proceeds).
Ekso's Board approved a 2026 Omnibus Equity Incentive Plan, authorizing 22,500,000 shares for awards to eligible employees, officers, non-employee directors, and service providers of ChronoScale.
Corporate governance changes include increasing authorized common stock to 290,000,000 shares, waiving corporate opportunities for certain directors/stockholders, electing not to be governed by certain Nevada takeover statutes (NRS 78.411-78.444), and requiring a 75% affirmative vote to remove directors for cause.
Preliminary unaudited Q4 2025 financial results for Ekso show estimated total revenue of $3.0 million to $3.1 million (down from $5.1 million in Q4 2024), gross margin of 52% to 53% (compared to 53% in Q4 2024), and estimated cash of $1.2 million as of December 31, 2025 (down from $6.5 million in Q4 2024).
Ekso used an estimated $4.3 million of net cash in operations in Q4 2025, compared to $1.4 million in Q4 2024.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a highly speculative transaction given the significant dilution for existing shareholders, the poor preliminary financial performance of Ekso, and the substantial control ceded to APLD. While a strategic pivot, the immediate financial implications for current Ekso investors are negative.

Positives

Strategic business combination with Applied Digital Cloud Corporation, potentially expanding market reach and capabilities.
Establishment of the 2026 Omnibus Equity Incentive Plan, authorizing 22,500,000 shares, to incentivize and retain key personnel of the combined entity, ChronoScale.
The combined company is expected to have at least $15,000,000 in cash and cash equivalents at closing, including proceeds from the PIPE Investment, providing capital for future operations.

Negatives

Significant dilution for existing Ekso shareholders, with Contributor (APLD subsidiary) expected to own approximately 97% of the combined company's outstanding equity.
Preliminary Q4 2025 revenue for Ekso is estimated to be $3.0 million to $3.1 million, a substantial decrease from $5.1 million in Q4 2024.
Estimated cash as of December 31, 2025, for Ekso was $1.2 million, a significant drop from $6.5 million as of December 31, 2024.
Ekso used an estimated $4.3 million of net cash in operations in Q4 2025, a substantial increase from $1.4 million in Q4 2024, indicating increased cash burn.
The PIPE Investment, a condition for closing, will be dilutive to both Ekso legacy stockholders and Cloud.
The new corporate governance structure grants significant control to APLD, including the right to designate four of seven directors and consent rights for major actions as long as APLD owns at least 30% of voting securities.

Risks

Failure to obtain stockholder approval for the Business Combination and related proposals.
Inability to obtain SEC clearance for the Information Statement or Proxy Statement.
Governmental entities may prevent, enjoin, prohibit, or restrain the consummation of the Business Combination.
Failure to meet the minimum cash and cash equivalents condition of $15,000,000 at closing.
The PIPE Investment, a condition for closing, may not be consummated on acceptable terms or at all.
Difficulties and delays in integrating the combined business.
Higher than anticipated transaction costs.
Inability to realize the contemplated financial, business, or strategic benefits of the Business Combination.
Regulatory and stockholder approval for the Business Combination may not be obtained.
Changes resulting from the finalization of Ekso's financial statements for Q4 and year-end 2025 may materially adjust preliminary results.
The company's failure to implement business plans or strategies.
Potential for penalty tax under Section 409A of the Code related to equity awards if Change in Control provisions are not structured carefully.
Risk of liability under Section 16 of the Exchange Act or violation of laws/regulations if shares are used to satisfy tax withholding requirements under certain conditions.

Future Outlook

The closing of the Business Combination is expected to occur in the second calendar quarter of 2026, subject to the satisfaction or waiver of various conditions, including stockholder approval and the consummation of a PIPE Investment. The combined company will operate as ChronoScale Corporation, with a new equity incentive plan and revised corporate governance structure aimed at long-term strategic development.

Management Comments

The purpose of the ChronoScale Corporation 2026 Omnibus Equity Incentive Plan is to provide a means whereby eligible employees, officers, non-employee directors and other service providers develop a sense of proprietorship and personal involvement in the development and financial success of the Company and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its stockholders.

Industry Context

StockSavvy.ai notes that this business combination represents a significant strategic pivot for Ekso Bionics, moving from its traditional bionics focus to integrate with Applied Digital Cloud Corporation, a subsidiary of a major digital infrastructure provider. This move suggests a shift towards leveraging cloud technologies, potentially for data processing, AI, or other digital services, aligning with broader industry trends of convergence between physical and digital infrastructure. The substantial ownership by APLD post-merger indicates a strong strategic alignment and potential for significant resource allocation from the parent company, positioning ChronoScale to compete in the rapidly evolving cloud and digital services market.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chairman of the Board	NA	Wes Cummins	Upon Closing	Part of the new board composition following the business combination, designated by APLD.
Director	NA	Jason Zhang	Upon Closing	Part of the new board composition following the business combination, designated by APLD.
Director	NA	Ella Benson	Upon Closing	Part of the new board composition following the business combination, designated by APLD.
Director	NA	Richard Nottenburg	Upon Closing	Part of the new board composition following the business combination, designated by APLD.
Chief Executive Officer	NA	[Current CEO of Ekso]	Upon Closing	Expected to continue as CEO of the combined company.
Director	NA	[Two mutually agreed directors]	Upon Closing	Part of the new board composition following the business combination, mutually agreed by APLD Designator and the Company.
Unspecified	NA	NA	Upon Closing	Resignations of individuals set forth on Schedule 2.2(a)(viii) (schedule not provided in filing).

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Authorized Shares Increase	Authorized shares of Common Stock will increase from 141,428,571 to 290,000,000. Total authorized capital stock will be 300,000,000 shares (290M common, 10M preferred).	Immediately prior to Closing, subject to stockholder approval	Enables significant equity issuance for the business combination and future capital raises, but also allows for substantial dilution.
Corporate Opportunity Waiver	ChronoScale will renounce all interest and expectancy in business opportunities presented to APLD, its directors (who are APLD employees/affiliates), or any director/stockholder not employed by ChronoScale, unless expressly offered in their capacity as a ChronoScale director/officer/employee.	Immediately prior to Closing, subject to stockholder approval	Allows APLD and its affiliates to pursue business opportunities that might otherwise be considered corporate opportunities for ChronoScale, potentially limiting ChronoScale's growth avenues and creating conflicts of interest.
Nevada Takeover Statute Opt-Out	ChronoScale will elect not to be governed by Nevada Revised Statutes (NRS) 78.411 through NRS 78.444 (control share acquisition statutes).	Immediately prior to Closing, subject to stockholder approval	Removes certain anti-takeover protections, potentially making the company more susceptible to unsolicited acquisition attempts, though APLD's 97% ownership post-merger makes this less immediately relevant.
Director Removal Standard	Permits removal of directors only for cause and requires the affirmative vote of not less than 75% of the voting power of all then outstanding shares of stock entitled to vote in the election of directors.	Immediately prior to Closing, subject to stockholder approval	Increases job security for directors, making it significantly harder for minority shareholders to remove directors, especially given APLD's majority control.
Stockholder Action by Written Consent	For so long as APLD beneficially owns more than 50% of the voting power, stockholders will be permitted to act via written consent. If APLD owns less than 50%, stockholders will not be permitted to act via written consent.	Upon Closing	Grants APLD significant power to take corporate actions without a physical meeting, but removes this flexibility for other shareholders if APLD's ownership drops below 50%.
Quorum for Stockholder Meetings	For so long as APLD beneficially owns more than 50% of the voting power, at least two-thirds (66 2/3%) of the voting power of outstanding shares will be required to constitute a quorum.	Upon Closing	Increases the threshold for a quorum, potentially making it harder to hold meetings if APLD's participation is not guaranteed, but also ensures APLD's significant influence on meeting validity.
Board Quorum Requirement	For so long as there are at least two APLD Designees on the Board, the presence of at least one APLD Designee shall be required to constitute a quorum of the Board.	Upon Closing	Grants APLD significant control over Board meeting validity, ensuring their representation is essential for board actions.
Bylaw Amendment Authority	For so long as APLD beneficially owns at least 30% of the voting power, the Board may amend the Bylaws without stockholder approval. If APLD owns less than 30%, Board amendments require stockholder approval, or stockholder amendments require Board approval.	Upon Closing	Centralizes power to amend bylaws with the Board (and by extension, APLD) as long as APLD maintains significant ownership, reducing minority shareholder influence.
No Cumulative Voting	There shall be no cumulative voting in the election of directors.	Upon Closing	Further limits the ability of minority shareholders to elect directors, reinforcing the control of the majority shareholder (APLD).
Equity Incentive Plan Adoption	Adoption of the 2026 Omnibus Equity Incentive Plan, authorizing 22,500,000 shares of Common Stock for various equity awards.	Upon Closing, subject to stockholder approval	Provides a new framework for incentivizing employees, officers, and directors of the combined company, but also represents potential future dilution.
Suspension of 2014 Equity Plan	Suspension of the 2014 Equity Incentive Plan, with no further awards granted, but existing awards continue.	Upon Closing	Transitions to the new 2026 Plan for future equity incentives.
Termination of ESPP	Termination of the 2017 Employee Stock Purchase Plan (ESPP).	Upon Closing	Removes an employee benefit program, potentially impacting employee compensation and ownership opportunities.

Related Party Transactions

The Contribution and Exchange Agreement is between Ekso Bionics Holdings, Inc. and subsidiaries of Applied Digital Corporation (APLD), making the entire business combination a related-party transaction.
The Investor Rights Agreement grants APLD significant governance rights, including board designation and consent rights for major corporate actions, as long as APLD maintains certain ownership thresholds.
The Services Agreement between the combined company (ChronoScale) and Applied Parent.
The corporate opportunity waiver in the Second Amended and Restated Articles of Incorporation explicitly addresses potential conflicts of interest with APLD and its affiliates.

Stakeholder Impact

Shareholders (Existing Ekso): Significant dilution (Contributor to own ~97% post-merger), potential for strategic shift, but also exposure to new business (cloud computing) and APLD's resources. Loss of control over corporate governance.
Shareholders (APLD): Gains significant control and ownership of the combined entity, ChronoScale, integrating its cloud business.
Employees (Ekso/ChronoScale): New equity incentive plan (2026 Plan) provides long-term incentives, but the ESPP is terminated. Potential for strategic changes and integration challenges.
Customers (Ekso): Unclear immediate impact, but the strategic shift to ChronoScale Corporation could imply changes in product focus or service offerings over time.
Management (Ekso/ChronoScale): New board composition with APLD designees, potential changes in leadership roles and strategic direction.

Next Steps

Ekso to obtain stockholder approval for the Business Combination and related proposals by written consent or at a meeting.
Ekso to file an Information Statement (Schedule 14C) or Proxy Statement (Schedule 14A) with the SEC, which must be cleared by the SEC and mailed to stockholders.
Consummation of the PIPE Investment concurrently with the Closing.
Closing of the Business Combination, expected in the second calendar quarter of 2026.
Ekso to change its name to ChronoScale Corporation.
Ekso and Contributor to enter into an Investor Rights Agreement at Closing.
Ekso to adopt and file the Second Amended and Restated Articles of Incorporation and Second Amended and Restated Bylaws.
Ekso to suspend the 2014 Plan and terminate the Company ESPP as of the Closing.
Ekso to apply for Nasdaq listing of the newly issued shares.

Key Dates

Date	Description
2012-01-30	ChronoScale Corporation (formerly PN Med Group Inc.) was organized as a Nevada corporation.
2013-12-18	Corporation amended its Articles of Incorporation to change its name to Ekso Bionics Holdings, Inc. and authorize additional stock.
2015-12-24	Corporation filed a Certificate of Designation to authorize Series A Preferred Convertible Stock.
2016-04-04	Corporation amended the Certificate of Designation to revise preferences for Series A Preferred Convertible Stock.
2016-04-29	Corporation filed a Certificate of Change to change the number of authorized common shares.
2017-12-22	Corporation further amended its Articles of Incorporation to update authorized shares.
2020-03-24	Corporation further amended its Articles of Incorporation to effect a reverse stock split.
2023-04-25	Corporation withdrew Series A Certificate of Designation and further amended and restated its Articles of Incorporation.
2025-06-02	Corporation further amended its Articles of Incorporation to effect a reverse stock split.
2025-08-11	Date of Mutual Non-Disclosure Agreement between Applied Parent and Issuer.
2025-12-12	Date of engagement letter with Bradley Woods & Co. Ltd.
2025-12-31	End of fourth quarter for preliminary financial results; estimated cash was $1.2 million.
2026-01-19	Date of engagement letter with Lake Street Capital Markets, LLC.
2026-01-20	Date of Securities Purchase Agreement for Series B Convertible Preferred Stock.
2026-01-22	Corporation filed a Certificate of Designation to authorize Series B Preferred Convertible Stock; private placement transaction closed.
2026-02-13	Capitalization snapshot date: 3,563,152 shares of Issuer Common Stock outstanding, 93,528 shares reserved for equity plans, 5,852 shares of Issuer Preferred Stock outstanding.
2026-02-14	Date of Report (earliest event reported); Board approved 2026 Omnibus Equity Incentive Plan, Amendment No. 1 to Bylaws, Second Restated Articles, and Second Restated Bylaws; Contribution and Exchange Agreement dated.
2026-02-15	Ekso Bionics Holdings, Inc. entered into the Contribution and Exchange Agreement.
2026-02-17	Date of signing of the 8-K report by Jerome Wong.
2026-02-20	Consent Deadline for stockholder approval (can be extended by APLD Intermediate).
2026-03-12	Latest date for filing preliminary Proxy Statement if Meeting Procedures are initiated.
2026-03-13	Latest date for filing preliminary Information Statement if Written Consent is obtained.
2026-04-20	Initial date for Stockholder Meeting if Meeting Procedures are initiated.
2026-07-15	End Date for consummation of the Business Combination.
2027-01-22	Date on or after which either the Corporation or any Holder may require redemption of Series B Convertible Preferred Stock (Time-Based Redemption Right).

Recommendation

strong sell

The filing reveals a highly dilutive transaction for existing Ekso Bionics shareholders, who will see their ownership reduced to approximately 3% of the combined entity, ChronoScale Corporation. This effectively constitutes a reverse merger where Ekso's public shell is being used to bring Applied Digital Cloud Corporation public. Coupled with Ekso's significantly deteriorating preliminary Q4 2025 financial results (substantial revenue decline, increased cash burn, and depleted cash reserves), the fundamental value for current shareholders is severely diminished. The new corporate governance structure also grants overwhelming control to APLD, further limiting minority shareholder influence. Seasoned investors would likely view this as an unfavorable outcome for existing Ekso equity holders, warranting a strong sell recommendation.

Keywords

Business Combination, Merger, Equity Incentive Plan, Corporate Governance, SEC Filing, Financial Results, Dilution, ChronoScale Corporation, Ekso Bionics, Applied Digital, Cloud Computing, Stock Options, Restricted Stock Units, PIPE Investment, Nasdaq Listing

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