EKSO BIONICS HOLDINGS INC

S-11 ekso20240725_s1.htm

As filed with the Securities and Exchange Commission on July 29, 2024. Registration No. 333-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S‑1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

EKSO BIONICS HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Scott G. Davis Chief Executive Officer 101 Glacier Point, Suite A Street Address San Rafael, California 94901 (510) 984-1761

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, or Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934, or the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus dated July 29, 2024

Shares of Common Stock

Pre-Funded Warrants to Purchase Shares of Common Stock

Shares of Common Stock issuable upon exercise of the Pre-Funded Warrants

We are offering shares of common stock, par value $0.001 in a firm commitment underwritten public offering.

We are also offering to those investors whose purchase of the common stock described above in this offering would result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock following the consummation of this offering, the opportunity to purchase, in lieu of the common stock that would otherwise result in their ownership exceeding their threshold, pre-funded warrants to purchase shares of our common stock, which we refer to as pre-funded warrants. The purchase price of each pre-funded warrant will be equal to the price per share being sold to the public in this offering minus $0.001, and the exercise price of each pre-funded warrant will be $0.001 per share of common stock.

Each pre-funded warrant to purchase shares of common stock will be immediately exercisable and will be exercisable until all of the pre-funded warrants are exercised in full. For each pre-funded warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis, and each pre-funded warrant will be exercisable for one share of our common stock. The shares of common stock issuable from time to time upon exercise of the pre-funded warrants are also being offered by this prospectus.

Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “EKSO.” On , 2024, the last reported sale price of our common stock on Nasdaq was $ per share. There is no established trading market for any of the pre-funded warrants and we do not expect a market to develop. We do not intend to apply for a listing for any of the pre-funded warrants on any national securities exchange. Neither the recent market price of our common stock nor the $ assumed offering price used throughout this prospectus are indicative of the final offering price per share of common stock or per pre-funded warrant. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

We have granted the underwriter an option for a period of 30 days to purchase up to additional shares of our common stock.

Investing in our securities involves a high degree of risk. See“Risk Factors“** beginning on page 6 of this prospectus to read about the factors you should consider before buying our securities.**

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriter expects to deliver the shares and pre-funded warrants to purchasers on or about , 2024.

Sole Book-Running Manager

Craig-Hallum

The date of this prospectus is , 2024.