EKSO BIONICS HOLDINGS INC

1.** Organization

Description of Business

Ekso Bionics Holdings, Inc. (the “Company”) designs, develops, and markets wearable powered and non-powered exoskeleton products to augment human strength, endurance and mobility. The Company’s exoskeleton technology is primarily focused on aiding in the recovery and improved quality of life of individuals who have suffered from a variety of neurological conditions and allows for neurorehabilitation ranging from hospital to home, and also has technology that can be utilized by able-bodied users in the workplace. The Company has marketed devices that (i) enable individuals with neurological conditions affecting gait, including acquired brain injury ("ABI") and multiple sclerosis ("MS"), and spinal cord injury ("SCI") to rehabilitate and to stand and walk in neurorehabilitation settings and, for patients with a SCI, for home and community use, (ii) assist individuals with a broad range of upper extremity impairments, and (iii) allow industrial workers to perform difficult repetitive work for extended periods. Founded in2005**, the Company is headquartered in the San Francisco Bay area and listed on the Nasdaq Capital Market under the symbol “EKSO”.

Liquidity and Going Concern

As of* September 30, 2024*, the Company had an accumulated deficit of $247,062. Largely as a result of significant research and development activities related to the development of the Company’s advanced technology and commercialization of such technology into its medical device business, the Company has incurred significant operating losses and negative cash flows from operations since inception. During thenine months ended* September 30, 2024*, the Company used $8,413 of cash in its operations. Cash on hand as of* September 30, 2024* was $8,292.

As described in Note9. Notes Payable, net, borrowings under the Company’s secured term loan agreement with Banc of California have a liquidity covenant requiring minimum cash on hand equivalent to the current outstanding principal balance. As of* September 30, 2024*, $2,000 of cash must remain as restricted. After considering cash restrictions, effective unrestricted cash as of* September 30, 2024* was approximately $6,292.

Our expectation to generate operating losses and negative operating cash flows in the future and the need for additional funding to support our planned operations raise substantial doubt regarding our ability to continue as a going concern for a period ofone year after the date that the condensed consolidated financial statements are issued. Management intends to raise funds throughone or more financings. However, due to several factors, including those outside management’s control, there can beno assurance that the Company will be able to complete such financings on acceptable terms or in amounts sufficient to continue operating the business under the operating plan. If we are unable to complete sufficient additional financings, management’s plans include delaying or abandoning certain product development projects, cost reduction efforts for our products, and refocused sales efforts to accelerate revenue growth above historical results. We have concluded the likelihood that our plan to successfully reduce expenses to align with our available cash, while reasonably possible, is less than probable. Accordingly, we have concluded that substantial doubt exists about our ability to continue as a going concern for a period of at least12 months from the date of issuance of these condensed consolidated financial statements.

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The condensed consolidated financial statements donot include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

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2. Basis of Presentation and Summary of Significant Accounting Policies and Estimates

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form10-K for the fiscal year ended* December 31, 2023*, which was filed with the SEC on* March 4, 2024.*

In the opinion of management, the accompanying unaudited condensed consolidated financial statements have been prepared on a consistent basis with the audited consolidated financial statements for the fiscal year ended* December 31, 2023*, and include all adjustments, consisting of only normal recurring adjustments, necessary to fairly state the information set forth herein.

The results of operations for thethree andnine months ended* September 30, 2024* arenot necessarily indicative of the results to be expected for the year ending* December 31, 2024* or any future periods.

The condensed consolidated financial statements include the financial statements of Ekso Bionics Holdings, Inc. and its subsidiaries. All significant transactions and balances between Ekso Bionics Holdings, Inc. and its subsidiaries have been eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet, and the reported amounts of revenues and expenses during the reporting period. For the Company, these estimates include, but arenot limited to, intangible and tangible assets acquired and liabilities assumed in business combinations, revenue recognition, deferred revenue, the valuation of warrants and employee equity awards, future warranty costs, accounting for leases, useful lives assigned to long-lived assets, valuation of inventory, realizability of deferred tax assets, and contingencies. Actual results could differ from those estimates.

Foreign Currency

The assets and liabilities of foreign subsidiaries and equity investments, where the local currency is the functional currency, are translated from their respective functional currencies into U.S. dollars at the rates in effect at the balance sheet date, and revenue and expense amounts are translated at average rates during the period, with resulting foreign currency translation adjustments recorded in accumulated other comprehensive income as a component of stockholders’ equity. Gains and losses from the re-measurement of balances denominated in currencies other than the entities' functional currencies, are recorded in other expense, net in the accompanying condensed consolidated statements of operations and comprehensive loss.

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Inventory

Inventories are recorded at the lower of cost or net realizable value. Cost is computed using the standard cost method, which approximates actual cost on afirst-in,first-out basis. Materials from vendors are received and recorded as raw materials. Once the raw materials are incorporated in the fabrication of the product, the related value of the component is recorded as work in progress ("WIP"). Direct and indirect labor and applicable overhead costs are also allocated and recorded to WIP inventory. Finished goods are comprised of completed products that are ready for customer shipment. The Company periodically evaluates the carrying value of inventory on hand for potential excess amounts over sales and forecasted demand. Excess and obsolete inventories identified, if any, are recorded as an inventory impairment charge within the condensed consolidated statements of operations and comprehensive loss. The Company's estimate of write-downs for excess and obsolete inventory is based on a detailed analysis which includes on-hand inventory and purchase commitments in excess of forecasted demand. Subsequent disposals of inventories are recorded as a reduction of inventory.

Leases

The Company records its leases in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic842, Leases. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typicallynot readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset* may*be required for items, such as initial direct costs paid or incentives received.

Lease expense is recognized over the expected lease term on a straight-line basis. Operating leases are recognized on the balance sheet as right-of-use assets, lease liabilities current and lease liabilities non-current.

Leases with an initial term of12 months or less arenot recorded on the balance sheet. The Company recognizes the lease expense for such leases on a straight-line basis over the lease term.

Revenue Recognition

The Company records its revenue in accordance with ASC606, Revenue from Contracts with Customers. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which when capable of being distinct, are accounted for as separate performance obligations. Revenue recognition is evaluated based on the followingfive steps: (i) identification of the contract with the customer; (ii) identification of the performance obligations in the contract; (iii) determination of the transaction price; (iv) allocation of the transaction price to the performance obligations in the contract; and (v) recognition of revenue when or as a performance obligation is satisfied.

For multiple-element arrangements, revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are determined based on observable prices at which the Company separately sells its products or services. If a standalone selling price isnot directly observable, judgment is made to estimate the selling price based on market conditions and entity-specific factors including cost plus analyses, features and functionality of the product and/or services, the geography of the Company’s customers, and type of customer. Any discounts or other reductions to the transaction price are allocated proportionately to all performance obligations within the multiple-element arrangement. The Company periodically validates the stand-alone selling price for performance obligations by evaluating whether changes in the key assumptions used to determine the stand-alone selling prices will have a significant effect on the allocation of transaction price between multiple performance obligations.

The Company exercised judgement to determine that a product return reserve wasnot required as historical returns activity havenot been material.

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Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivable.

The Company's cash balances held in domestic banks are deposited into accounts at various institutions with each balance under the*$250* Federal Deposit Insurance Corporation ("FDIC") insurance limit. The Company has significant cash balances at foreign financial institutions which regularly exceed the applicable country cash deposit insurance limits of approximately*$100* at each of the Company'stwo foreign banks. Any foreign exchange loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

The Company extends credit to customers in the normal course of business. Concentrations of credit risk with respect to accounts receivable exist to the full extent of amounts presented in the condensed consolidated financial statements. The Company doesnot require collateral from its customers to secure accounts receivable. Accounts receivable are derived from the sale of products shipped and services performed for customers primarily located in the U.S., Europe, Asia, and Australia. Invoices are aged based on contractual terms with the customer. The Company reviews accounts receivable for collectability and provides an allowance for potential credit losses. The allowance for potential credit losses on trade receivables reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance based on known troubled accounts, historical experience, and other currently available evidence. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within30 to90 days. The Company hasnot experienced material losses related to accounts receivable as of* September 30, 2024* and* December 31, 2023*.

Many of the sales contracts with customers outside of the U.S. are settled in a foreign currency other than the U.S. dollar. The Company doesnot enter into any foreign currency hedging agreements and is susceptible to gains and losses from foreign currency fluctuations. To date, the Company hasnot experienced significant gains or losses upon collecting receivables denominated in a foreign currency.

The Company hadtwo customers with an accounts receivable balance totaling10% or more of the Company’s total accounts receivable as of* September 30, 2024* (14% and 13%), as compared withno customers as of* December 31, 2023*.

During thethree months ended* September 30, 2024*, the Company hadone customer with sales of10% or more of the Company’s total revenue (26%), as compared with three customers in thethree months ended* September 30, 2023* (18%,11% and 11%).

During thenine months ended* September 30, 2024*, the Company hadone customer with sales of10% or more of the Company’s total revenue (15%), as compared withtwo customers in thenine months ended* September 30, 2023* (17% and 10%).

Recent Accounting Pronouncements

In* December 2023,the FASB issued Accounting Standards Update ("ASU")No. 2023-09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures ("ASU2023-09"), to enhance income tax reporting disclosures and require disclosure of specific categories in the tabular rate reconciliation. ASU2023-09 is effective for fiscal years beginning after* December 15, 2024,*on a prospective basis. Early adoption and retrospective application are permitted. We are currently evaluating the impact on our disclosures.

In* November 2023,the FASB issued ASUNo.* 2023-07, Segment Reporting (Topic280): Improvements to Reportable Segment Disclosures ("ASU2023-07"). ASU2023-07 looks to provide improvements to the segment disclosure by providing users with more decision-useful information about reportable segments in a public entity. The main provisions require a company to disclose, on an annual and interim basis, significant expenses included within each reported measure of segment profit or loss, an amount for other segment items by reportable segment and a description of its composition. ASU2023-07 is to be applied retrospectively to all prior periods presented in the financial statements with an effective date for all public entities for fiscal years beginning after* December 15, 2023,and interim periods within fiscal years beginning after December 15, 2024.Early adoption is permitted. The Company doesnot* expect the impact of adopting ASU2023-07 to be material on its consolidated financial statements.

Accounting Pronouncements Adopted in2024**

In* August 2020,the FASB issued ASUNo.* 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity ("ASU2020-06"), which simplified the accounting for convertible instruments. ASU2020-06 eliminated certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminated certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that* maybe settled in cash or shares, except for certain liability-classified share-based payment awards. This guidance became effective for the Company in thefirst* quarter of2024 and was applied using a full retrospective approach. The adoption didnot have a material impact on the Company's consolidated financial statements.

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3. Accumulated Other Comprehensive Income (Loss)

The Company's accumulated other comprehensive income (loss) consists of the accumulated net unrealized gains or losses on foreign currency translation adjustments. The change in accumulated other comprehensive income (loss) presented on the condensed consolidated balance sheets for thenine months ended* September 30, 2024and2023*, is reflected in the table below net of tax:

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4. Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Three levels of inputs, of which thefirst two are considered observable and the last unobservable,* may*be used to measure fair value which are the following:

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The Company’s fair value hierarchies for its financial assets and liabilities, which require fair value measurement on a recurring basis are as follows:

The following table sets forth a summary of the changes in the fair value of the Company’s Level3 financial liabilities for thenine months ended* September 30, 2024*, which were measured at fair value on a recurring basis:

Refer to Note11. Capitalization and Equity Structure – Warrants for additional information regarding the valuation of warrants*.*

5. Inventories

Inventories as of* September 30, 2024* and* December 31, 2023*consisted of the following:

6. Revenue

The Company’s medical device segment (EksoHealth) revenue is primarily generated through the sale and subscription of the EksoNR, Ekso Indego Therapy, and Ekso Indego Personal devices, along with the sale of support and maintenance contracts. Revenue from medical device product sales is recognized at the point in time when control of the product transfers to the customer. Transfer of control generally occurs upon shipment from the Company’s facility for sales of the EksoNR, Ekso Indego Therapy, and Ekso Indego Personal devices. Support and maintenance contracts extend coverage beyond the Company’s standard warranty agreements ranging from 12 to 48 months. Revenue is recognized evenly over the term of the contracts. Revenue from medical device subscriptions is recognized evenly over the contract term, typically over24 months.

The Company’s industrial device segment (EksoWorks) revenue is primarily generated through the sale of the upper body exoskeleton EVO and associated accessories. Revenue from industrial device sales is recognized at the point in time when control of the product transfers to the customer. Transfer of control generally occurs upon shipment from the Company’s facility.

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Deferred Revenue

Deferred revenue is comprised mainly of unearned revenue related to extended support and maintenance contracts, but also includes other offerings for which the Company has been paid in advance and earns revenue when the Company transfers control of the product or service.

Deferred revenue consisted of the following:

On* September 25, 2023,*the Company entered into a warranty claim lump-sum agreement with Parker Hannifin Corporation ("Parker"), pursuant to which, among other things, Parker paid the Company $700 for the release of Parker's obligation to reimburse the Company for its costs and expenses associated with servicing certain product warranty obligations. The Company recorded the lump sum payment as deferred revenue and recognizes revenue as services are performed.

Deferred revenue activity consisted of the following for thenine months ended* September 30, 2024*:

The Company expects to recognize approxim ately $703 of the deferred revenue during the remainder of2024, $1,559 in2025, and $1,748 ther eafter.

In addition to deferred revenue, the Company has a non-cancellable backlog of $3,417, related to its customer orders received butnot fulfilled and other ancillary products and services of $2,885, expected to be recognized during2024 and2025, andcontracts for subscription units of $532, expected to be recognized during2024, 2025 and2026.

Disaggregation of Revenue

The following table disaggregates the Company’s revenue by major source for thethree months ended* September 30, 2024*:

The following table disaggregates the Company’s revenue by major source for thethree months ended* September 30, 2023*:

The following table disaggregates the Company’s revenue by major source for thenine months ended* September 30, 2024*:

The following table disaggregates the Company’s revenue by major source for thenine months ended* September 30, 2023*:

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7. Accrued Liabilities

Accrued liabilities as of* September 30, 2024* and* December 31, 2023*consisted of the following:

Warranty

The current portion of the device warranty liability is classified as a component of Accrued liabilities, while the long-term portion of the device warranty liability is classified as a component of Other non-current liabilities in the condensed consolidated balance sheets. A reconciliation of the changes in the device warranty liability for thethree andnine months ended* September 30, 2024* is as follows:

8. Goodwill and Intangible Assets

On* December 5, 2022,*the Company acquired the Human Motion Control ("HMC") business unit from Parker (the "HMC Acquisition"). The assets acquired from the business unit included intellectual property rights associated with the Ekso Indego Personal, Ekso Indego Therapy, and future products in the orthotics and prosthetics space.

Goodwill

The Company accounted for the acquisition as a business combination in accordance with ASC805, Business Combinations, by applying the acquisition method, and accordingly, the purchase price was allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The excess of the purchase price over the net assets acquired of $431 was recorded as goodwill. The goodwill recognized is attributed primarily to expected synergies of HMC with the Company.

The Company determinedno impairment existed for goodwill for thethree andnine months ended* September 30, 2024* and2023.

Intangible Assets

The following table summarizes the components of gross intangible assets, accumulated amortization, and net carrying values for definite and indefinite lived intangible asset balances as of* September 30, 2024* and* December 31, 2023:*

(1) Intellectual propertynot yet placed in service as of* September 30, 2024.*

(1) Intellectual propertynot yet placed in service as of* December 31, 2023.*

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Definite lived intangible assets are amortized over their estimated lives using the straight-line method, which is estimated aseight years for developed technology,12 years for intellectual property andeight years for customer relationships. The acquired trade name was estimated to have an indefinite life, and consequently,no amortization expense was recorded. The Company determinedno impairment existed forintangible assets for thethree andnine months ended* September 30, 2024* and2023.

The estimated future amortization expenses related to definite lived intangible assets as of* September 30, 2024* were as follows:

Amortization expense related to the acquired definite lived intangible assets was $77 and $82 for thethree months ended* September 30, 2024* and2023, respectively, and $230 and $245 for thenine months ended* September 30, 2024* and2023, respectively, and was included as a component of operating expenses and cost of revenue in the condensed consolidated statement of operations and comprehensive loss.

9. Notes Payable, net

BoC Term Loan

In* August 2020,the Company entered into a loan agreement (the "BoC Loan Agreement") with Pacific Western Bank, which merged with the Banc of California (the "Lender") in2024.* The Company received a loan in the principal amount of $2,000 (the "BoC Term Loan") that bore interest on the outstanding daily balance at a rate equal to the greater of: (a)0.50% above the variable rate of interest announced by the Lender as its “prime rate” then in effect; or (b)4.50%. The BoC Loan Agreement created afirst priority security interest with respect to substantially all assets of the Company, including proceeds of intellectual property, but expressly excluding intellectual property itself.

The Company was required to pay accrued interest on the current loan on the13th day of each month through and including* August 13, 2023,at which time the unpaid principal and accrued and unpaid interest was due and payable in full. On August 17, 2023,the Company entered into an amendment to the BoC Loan Agreement, extending the maturity date to August 13, 2026with interest only payments until such date, having daily borrowings bearing interest at a variable annual rate equal to the greater of the Lender's "prime rate" then in effect and 4.50%, and caused the Company to maintain all of its depository, operating, and investment accounts with the Lender. The Company determined this amendment constituted a loan modification under ASC470,* and used the updated imputed interest rate to recalculate debt discounts, debt issuance costs and final payment to be amortized over the new term.

The BoC Loan Agreement contains a liquidity covenant, which requires that the Company maintain cash in accounts of the Lender or subject to control agreements in favor of the Lender in an amount equal to at least the outstanding balance of the BoC Term Loan, which was $2,000 as of* September 30, 2024*. It also contains a primary depository covenant, which restricts the Company from having more than $1,000 held in subsidiary bank accounts outside of the United States. As of* September 30, 2024*, the Company was compliant with all covenants.

The interest rate of the BoC Term Loan is subject to increase in the event of late payment and after occurrence of and during the continuation of an event of default. The Company* may*elect to prepay the BoC Term Loan at any time, in whole or in part, without penalty or premium.

The debt issuance costs and debt discounts combined with the stated interest resulted in an effective interest rate of 8.67% and 9.00% for thethree months ended* September 30, 2024* and2023, respectively, and 8.71% and 8.80% for thenine months ended* September 30, 2024* and2023, respectively. The debt issuance costs and debt discounts are amortized to interest expense using the effective interest method over the life of the loan. Interest expense for the BoC Term Loan totaled $44 and $45 for thethree months ended* September 30, 2024* and2023, respectively, and $130 and $132 for thenine months ended* September 30, 2024* and2023, respectively.

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The following table presents scheduled principal payments of the Company’s BoC Term Loan as of* September 30, 2024*:

Parker Hannifin Promissory Note

In connection with the HMC Acquisition, on* December 5, 2022,the Company delivered a $5,000 unsecured, subordinated promissory note (the "Promissory Note") to Parker. The Promissory Note, subordinate to the BoC Term Loan, bearsno interest with principal payable insixteen equal installments due on the last day of each quarter, which commenced on December 31, 2023and matures on September 30, 2027.*

The Promissory Note, upon the occurrence of an event of default, allows for the levying of interest equal to the lesser of (a)5% per annum and (b) the maximum interest rate permitted under applicable law on the then entire outstanding principal balance, and also for the acceleration of all outstanding liabilities and obligations, making them immediately payable. Under the terms of the Promissory Note, the following occurrences constitute a default, and could, upon written notice or declaration by Parker, allow for the levying of interest and or the acceleration of principal outstanding: (i) failure to pay any amount of the principal when due and payable, (ii) the dissolution of the Company (including the declaration of bankruptcy), and (iii) the acquisition of the Company by another entity or the sale of substantially all of its assets to another entity.

The Company recorded the Promissory Note of $4,055 in its condensed consolidated balance sheets under the captions Notes Payable, Current and Notes Payable, Net, estimating an implicit discount rate of 7.5% via reference to the interest charged on the Company's BoC Term Loan and other relevant economic factors present at the execution date of the Promissory Note. The amortization of debt discounts resulted in an effective interest rate of 7.00% and 7.31% for thethree months ended* September 30, 2024* and2023, respectively, and 7.52% and 7.31% for thenine months ended* September 30, 2024* and2023, respectively. The debt discount is amortized to interest expense using the effective interest method over the life of the loan. Interest expense on the Promissory Note was $66 and$81 for thethree months ended* September 30, 2024* and2023, respectively, and $210 and $239 for thenine months ended* September 30, 2024* and2023, respectively.

The following table presents scheduled principal payments of the Company's Promissory Note as of* September 30, 2024*:

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10. Lease Obligations

The Company's operating lease agreement for its headquarters and manufacturing facility in San Rafael, California (the "San Rafael Lease") commenced in* July 2022and expires in October 2026,*and it provides the Company with the option to renew for an additional three-year period at the prevailing market rate at the time of extension.

The San Rafael Lease constitutes an operating lease under ASC842 and the Company estimates the lease term as* July 2022through October 2026.*The option to extend for athree-year period lacks significant economic incentives and disincentives, which would make exercise reasonably certain. Fixed lease payments for identified lease components over the identified term were discounted at the Company's estimated incremental borrowing rate as of the date of contract execution and are reflected in the condensed consolidated balance sheets under the captions Lease liabilities, current and Lease liabilities, and the corresponding right of use asset is reflected in the condensed consolidated balance sheets under the caption Right-of-use assets. Non-lease components, such as common area maintenance costs, are excluded from the lease liability calculation and expensed as incurred. The Company records a straight-line monthly rent expense for the San Rafael Lease equal to the sum of all fixed lease payments divided by the number of months in the lease term.

The Company's operating lease agreement for its office in Hamburg, Germany (the "Hamburg Lease") commenced in* May**2022* and expires in* June 2025,and it provides the Company with an option to renew forone five*-year period.

The Hamburg Lease constitutes a lease under ASC842, and the Company estimates the lease term as* May 2022through June 2025.The option to extend for afive*-year period lacks significant economic incentives and disincentives which would make exercise reasonably certain. Fixed lease payments for identified lease components over the identified term were discounted at the Company's estimated incremental borrowing rate and are reflected in the condensed consolidated balance sheets under the captions Lease liabilities, current and Lease liabilities, and the corresponding right of use asset is reflected in the condensed consolidated balance sheets under the caption Right-of-use assets. Non-lease components, such as common area maintenance costs, are excluded from the lease liability calculation and expensed as incurred. The Company records a straight-line monthly rent expense for this lease equal to the sum of all fixed lease payments divided by the number of months in the lease term.

The Company's operating lease agreement for its shared service and manufacturing facility in Brecksville, Ohio (the "Ohio Lease") commenced in* June 2024and expires in July 2027,and it provides the Company with the option to renew for an additional three-year period at the prevailing market rate at the time of extension. In July 2024,*the Company relocated from its Macedonia, Ohio facility to the new Brecksville, Ohio facility.

The Company has determined that the Ohio Lease constitutes an operating lease under ASC842 and estimates the lease term as* July 2024through July**2027.* The option to extend for athree-year period lacks significant economic incentives and disincentives, which would make exercise reasonably certain. Fixed lease payments for identified lease components over the identified term were discounted at the Company's estimated incremental borrowing rate as of the date of contract execution and are reflected in the condensed consolidated balance sheets under the captions Lease liabilities, current and Lease liabilities, and the corresponding right of use asset is reflected in the condensed consolidated balance sheets under the caption Right-of-use assets. Non-lease components, such as operating costs, are excluded from the lease liability calculation and expensed as incurred. The Company records a straight-line monthly rent expense for the Ohio Lease equal to the sum of all fixed lease payments divided by the number of months in the lease term.

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The Company’s future lease payments as of* September 30, 2024*, which are presented as Lease liabilities, current and Lease liabilities on the Company’s condensed consolidated balance sheets are as follows:

Lease expense under the Company’s operating leases was $161 and$146 for thethree months ended* September 30, 2024and2023*, respectively, and $432 and $417 for thenine months ended* September 30, 2024and2023*, respectively.

11. Capitalization and Equity Structure

Summary

The Company’s authorized capital stock at* September 30, 2024* and* December 31, 2023* consistedof 141,429 shares of common stock and 10,000 shares of preferred stock. As of* September 30, 2024* and* December 31, 2023*, there were 21,998 and 14,848, respectively, shares of common stock issued and outstanding andno shares of preferred stock issued and outstanding.

**** September 2024Offering**

On* August 29, 2024,the Company entered into an underwriting agreement with Craig-Hallum Capital Group LLC as underwriter (the "Underwriter") pursuant to which the Company issued and sold, in a firm commitment underwritten public offering (the "September 2024Offering"),3,100 shares of common stock, a Pre-Funded Warrant to purchase 2,900 shares of common stock (the "Pre-Funded Warrant"), Series A Warrants to purchase an aggregate of 6,000 shares of common stock (the "Series A Warrants"), and Series B Warrants to purchase an aggregate of 6,000 shares of common stock (the "Series B Warrants"). The September 2024Offering closed on September 3, 2024.The Company received net proceeds of approximately $5,004 in the September 2024Offering, after deducting the underwriting discount and commissions and offering expenses paid by the Company. The Company will use the net proceeds from the September 2024Offering for general corporate purposes, which mayinclude growth and expansion of the EksoHealth segment as the Company works to increase its revenue following the establishment of Medicare CMS reimbursement of the Ekso Indego Personal device, research and development activities, selling, general and administrative costs, and pursuing strategic initiatives, which initiatives may*include potential synergistic and accretive acquisitions, as well as meeting the Company's other working capital needs.

**** January 2024Offering**

On* January 10, 2024,the Company entered into a securities purchase agreement with certain institutional investors to sell an aggregate of 2,968 shares of the Company’s common stock in a registered direct offering (the “January 2024Offering”) at an offering price of $1.55 per share. The net proceeds of the January 2024Offering were approximately $3,932 after deducting placement agent fees and offering expenses paid by the Company. The Company used the net proceeds from the January 2024*Offering for general corporate purposes, which included research and development activities, selling, general and administrative costs, strategic initiatives and to meet working capital needs.

At the Market Offering

In* October 2020,the Company entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC (the "Agent"), under which the Company mayissue and sell shares of its common stock, from time to time, to or through the Agent. The Company mayoffer and sell shares having an aggregate offering price of up to $5,000 under the registration statement and prospectus supplement filed with the SEC related to such offering. In June 2023,the Company entered into an amendment to the ATM Agreement that removed the requirement that shares of the Company's common stock may**not* be sold for a price lower than $6.75 per share. During thethree months ended* September 30, 2024,the Company didnot sell any shares under the ATM Agreement. During thenine* months ended* September 30, 2024,the Company sold 105 shares of common stock under the ATM Agreement at an average price of $1.43 per share, for aggregate proceeds of $85, net of commission and issuance costs. The Company didnot sell any shares under the ATM Agreement during thethree* andnine months ended* September 30, 2023.As of September 30, 2024,*the Company had $4,134 available for future offerings under the prospectus filed with respect to the ATM Agreement.

Warrants

Warrants outstanding as of* September 30, 2024* and* December 31, 2023* were as follows:

() The September 2024Pre-Funded Warrant exercise term doesnot* expire.

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** September 2024Warrants

In* September 2024,the Company issued the Pre-Funded Warrant to purchase 2,900 shares of common stock, with an exercise price of $0.001 per share, for $2,897 in aggregate cash proceeds, which represents the September 2024Offering price for the Company's common stock of $1.00, less the per share exercise price. The Pre-Funded Warrant was exercisable immediately and doesnot* expire.

In* September 2024,the Company issued the Series A Warrants, which are exercisable for an aggregate of up to 6,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The Series A Warrants were exercisable immediately and expire on September 4, 2029.*

In* September 2024,the Company issued the Series B Warrants, which are exercisable for an aggregate of up to 6,000 shares of the Company’s common stock at an exercise price of $1.00 per share. The Series B Warrants were exercisable immediately and expire on September 3, 2025.*

The Pre-Funded Warrant, the Series A Warrants, and the Series B Warrants (collectively, the* “September 2024Warrants”) maybe exercised, at the holder’s discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there isnot* an effective registration statement registering, or the prospectus contained therein isnot available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the applicable* September 2024Warrant. However, a holder willnot* be entitled to exercise any portion of the* September 2024Warrants if the holder’s ownership of the Company’s common stock would exceed 4.99% (the “Beneficial Ownership Limitation”). The holder, upon notice to the Company, mayincrease the Beneficial Ownership Limitation to 9.99%, which increase shallnot* be effective until the61st day after such notice is delivered to the Company.

In the event the Company enters into a Fundamental Transaction, as defined in the applicable* September 2024Warrant, the Pre-Funded Warrant shall be automatically cashless exercised, and the holders of the Series A Warrants and Series B Warrants will be entitled to receive, upon exercise of these warrants, the kind of amounts of securities, cash, or other property that the holders would have received had they exercised these warrants immediately prior to such Fundamental Transaction without regard to the Beneficial Ownership Limitation contained in such September 2024Warrant. In addition, upon a Fundamental Transaction, subject to certain limitations and exceptions, the holder of the Series A Warrant mayput the warrant back to the Company for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Series A Warrant, however, if such Fundamental Transaction isnot* considered within control of the Company, andnot approved by the Company's Board of Directors, then the holder of the Series A Warrant wouldnot be able to put the Series A Warrant back to the Company for cash.

The* September 2024Warrants are classified as a component of stockholders’ equity within additional paid-in capital and were recorded at the September 2024Public Offering issuance date. The September 2024Warrants are equity classified because they (i) are freestanding financial instruments that are legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) donot* embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock, and (vi) meet the equity classification criteria. In addition, such* September 2024Warrants donot* provide any guarantee of value or return.

2021 Warrants

In* February 2021,the Company issued warrants (the"2021* Warrants"), exercisable for up to 273 shares of the Company’s common stock at an exercise price of $12.81 per share. The2021 Warrants were exercisable immediately and expire on* February 11, 2026.The2021* Warrants* maybe exercised, at the holder's discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there isnot* an effective registration statement registering, or the prospectus contained therein isnot available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the2021 Warrant. However, a holder willnot be entitled to exercise any portion of the2021 Warrants if the holder’s ownership of the Company’s common stock would exceed the Beneficial Ownership Limitation. The holder, upon notice to the Company,* mayincrease the Beneficial Ownership Limitation to 9.99%, which increase shallnot* be effective until the61st day after such notice is delivered to the Company.

The2021 Warrants will be automatically exercised on a cashless basis on their expiration date. The2021 Warrants also contain a put option, under which, if the Company enters into a Fundamental Transaction, as defined in the2021 Warrants, the Company or any successor entity will, at the option of a holder of a2021 Warrant, exercisable concurrently with or at any time within30 days after the consummation of such Fundamental Transaction, purchase such holder’s2021 Warrant by paying to such holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such holder’s2021 Warrant withinfive trading days after the notice of exercise by the holder of the put option. Because of this put-option provision, the2021 Warrants are classified as a liability and are marked to market at each reporting date.

The warrant liability related to the2021 Warrants is measured at fair value upon issuance and at each reporting date using certain estimated inputs, which are classified within Level3 of the fair value hierarchy. The following assumptions were used in the Black-Scholes Model to measure the fair value of the2021 Warrants:

** June 2020Investor Warrants

In* June 2020,the Company issued warrants (the "June 2020Investor Warrants"), exercisable for up to 874 shares of the Company’s common stock at an exercise price of $5.18 per share. The June 2020Investor Warrants were immediately exercisable and expire on December 10, 2025.The June 2020Investor Warrants maybe exercised, at the holder's discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there isnot* an effective registration statement registering, or the prospectus contained therein isnot available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the2021 Warrant. However, a holder willnot be entitled to exercise any portion of the2021 Warrants if the holder’s ownership of the Company’s common stock would exceed the Beneficial Ownership Limitation. The holder, upon notice to the Company,* mayincrease the Beneficial Ownership Limitation to 9.99%, which increase shallnot* be effective until the61st day after such notice is delivered to the Company.

The* June 2020Investor Warrants will be automatically exercised on a cashless basis on their expiration date. The June 2020Investor Warrants also contain a put option, under which, if the Company enters into a Fundamental Transaction, as defined in the June 2020Investor Warrants, the holders of the June 2020Investor Warrants will be entitled to receive upon exercise of the June 2020Investor Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the June 2020Investor Warrants immediately prior to such Fundamental Transaction. Alternatively, the Company or any successor entity will, at the option of a holder of a June 2020Investor Warrant, exercisable concurrently with or at any time within30* days after the consummation of such Fundamental Transaction, purchase such holder’s* June 2020Investor Warrant by paying to such holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such holder’s June 2020Investor Warrant. Because of this put-option provision, the June 2020*Investor Warrants are classified as a liability and are marked to market at each reporting date.

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The warrant liability related to the* June 2020Investor Warrants is measured at fair value at each reporting date using certain estimated inputs, which are classified within Level3* of the fair value hierarchy. The following assumptions were used in the Black-Scholes Model to measure the fair value of the* June 2020*Investor Warrants:

** June 2020Placement Agent Warrants

In* June 2020,the Company issued warrants (the "June 2020Placement Agent Warrants"), exercisable for up to 122 shares of the Company’s common stock, to the placement agent for such offering. The June 2020Placement Agent Warrants have substantially the same form as the June 2020Investor Warrants, including the put option described above, except that they have an exercise price per share equal to $5.64, subject to adjustment in certain circumstances, and expire on June 7, 2025.*

Because of the put-option provision in the* June 2020*Placement Agent Warrants, these warrants are classified as a liability and are marked to market at each reporting date.

The warrant liability related to the* June 2020Placement Agent Warrants is measured at fair value at each reporting date using certain estimated inputs, which are classified within Level3* of the fair value hierarchy. The following assumptions were used in the Black-Scholes Model to measure the fair value of the* June 2020*Placement Agent Warrants:

** December 2019Warrants

In* December 2019,pursuant to a securities purchase agreement (the "December 2019Offering"), the Company issued warrants (the "December 2019Warrants") to purchase 556 shares of common stock. The December 2019Warrants are currently exercisable, have an exercise price of $8.10 per share, and expire on June 21, 2025.The December 2019Warrants maybe exercised, at the holder's discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there isnot* an effective registration statement registering, or the prospectus contained therein isnot available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the2021 Warrant. However, a holder willnot be entitled to exercise any portion of the2021 Warrants if the holder’s ownership of the Company’s common stock would exceed the Beneficial Ownership Limitation. The holder, upon notice to the Company,* mayincrease the Beneficial Ownership Limitation to 9.99%, which increase shallnot* be effective until the61st day after such notice is delivered to the Company.

The* December 2019Warrants will be automatically exercised on a cashless basis on their expiration date. The December 2019Warrants also contain a put option, under which, if the Company enters into a Fundamental Transaction, as defined in the December 2019Warrants, the Company or any successor entity will, at the option of a holder of a December 2019Warrant, exercisable concurrently with or at any time within30* days after the consummation of such Fundamental Transaction, purchase such holder’s* December 2019Warrant by paying to such holder an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of such holder’s December 2019Warrant withinfive* trading days after the notice of exercise by the holder of the put option. Because of this put-option provision, the* December 2019*Warrants are classified as a liability and are marked to market at each reporting date.

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The warrant liability related to the* December 2019Warrants is measured at fair value at each reporting date using certain estimated inputs, which are classified within Level3* of the fair value hierarchy. The following assumptions were used in the Black-Scholes Model to measure the fair value of the* December 2019*Warrants:

** December 2019Placement Agent Warrants

In* December 2019,in connection with the December 2019Offering, the Company issued warrants to purchase 52 shares of the Company’s common stock to the placement agent for such offering (the "December 2019Placement Agent Warrants"). The December 2019Placement Agent Warrants have substantially the same form as the December 2019Warrants, except that they have an exercise price per share equal to $8.44, subject to adjustment in certain circumstances, and expire on December 18, 2025.*

The warrant liability related to the* December 2019Placement Agent Warrants is measured at fair value at each reporting date using certain estimated inputs, which are classified within Level3* of the fair value hierarchy. The following assumptions were used in the Black-Scholes Model to measure the fair value of the* December 2019*Placement Agent Warrants:

Management has assessed that the likelihood of a Change of Control (as defined in the* December 2019Placement Agent Warrants), occurring during the term of the December 2019*Placement Agent Warrants is low, and that if such an event were to occur, the difference between the cashless exercise value and the warrants fair value is nominal.

** May 2019Warrants

In* May 2019,pursuant to an underwriting agreement (the "May 2019Offering"), the Company issued the warrants (the "May 2019Warrants") to purchase 444 shares of common stock. The May 2019Warrants had afive-year term from the date of issuance and expired in May**2024.*

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The warrant liability related to the* May 2019Warrants was measured at fair value at each reporting and exercise date using certain estimated inputs, which are classified within Level3* of the fair value hierarchy. Because of the price protection feature contained in the* May 2019Warrants, the Company used a combination of the Black-Scholes Model and the Lattice Model to estimate the fair value of the warrants at each reporting period. The following assumptions were used in the Black-Scholes Model in combination with the Lattice Model to measure the fair value of the May 2019*Warrants:

(1) As of* December 31, 2023,management determined that a financing event was likely in thefirst* quarter of2024, and reduced the share price used in the model by25% in order to reflect the total amount that would be realized accordingly.

12. Stock-based Compensation

Shares available for grant

The Company's Amended and Restated2014 Equity Incentive Plan (the*"2014* Plan") expired on* January 31, 2024.Following such expiration and prior to the2024* Annual Meeting of Stockholders (the "Annual Meeting"),no grants were made under the2014 Plan. On * June 6, 2024,the Company held its Annual Meeting and amended and restated the2014* Plan (the "Restated2014 Plan") to extend the term of the2014 Plan until* April 15, 2034,and to increase the total number of shares of common stock authorized for issuance by 1,000 shares relative to the amount available for issuance at the time the2014* Plan expired. As of* September 30, 2024,the total number of shares authorized for grant under the Restated2014* Plan was 4,724, of which 980 were available for future grants.

Stock Options

The following table summarizes information about the Company’s stock options outstanding as of* September 30, 2024*, and activity during thenine months then ended:

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There wereno stock options awarded during thethree andnine months ended* September 30, 2024and2023*, andno unrecognized compensation cost related to unvested stock options as of* September 30, 2024*.

Restricted Stock Units

The Company issues time-based restricted stock units (“RSUs”) and performance-based restricted stock units ("PSUs") to employees and non-employees. Each RSU and PSU represents the right to receiveone share of the Company’s common stock upon vesting and subsequent settlement. PSUs vest upon achievement of performance targets based on the Company's annual operating plan. The fair values of RSUs and PSUs are determined based on the closing price of the Company’s common stock on the date of grant.

Combined RSU and PSU activity for thenine months ended* September 30, 2024* is summarized below:

As of* September 30, 2024*, $722 of total unrecognized compensation expense related to unvested RSUs and PSUs was expected to be recognized over a weighted average period of 0.97 years.

Compensation Expense

Stock-based compensation expense is included in the condensed consolidated statements of operations and comprehensive loss in general and administrative, research and development, or sales and marketing expenses, depending on the nature of the services provided. Stock-based compensation expense related to RSUs and PSUs was recorded as follows:

401(k) Plan Share Match

During thenine months ended* September 30, 2024* and2023, the Company issued 163 and 161 shares of common stock with a fair value of$237 and $249, respectively, to eligible employees’ deferral accounts for the401(k) Plan matching contribution representing 50% of each eligible employee’s elected deferral (up to the statutory limit) for the years ended* December 31, 2023* and2022.

The expense for the401(k) Plan share matching was $177 and $304 for thenine months ended* September 30, 2024and2023*, respectively.

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13. Income Taxes

There wereno material changes to the unrecognized tax benefits in thenine months ended* September 30, 2024*, and the Company doesnot expect significant changes to unrecognized tax benefits through the end of the fiscal year.

14. Commitments and Contingencies

Material Contracts

The Company hastwo license agreements with the Regents of the University of California to maintain exclusive rights to certain patents. The Company is required to pay 1% of net sales of licensed medical devices sold to entities other than the U.S. government. In addition, the Company is required to pay 21% of consideration collected from any sub-licensee for the grant of the sub-license.

The Company hastwo license agreements with Vanderbilt University to maintain exclusive rights to patents on the Company's behalf.

Under the Vanderbilt Exoskeleton License Agreement, the Company is required to pay 6% of net sales of licensed patent products and 3% of net sales of licensed software products. The minimum annual royalty for licensed products is $250. The Vanderbilt Exoskeleton License Agreement will continue until* April 29, 2038,*unless sooner terminated.

Under the Vanderbilt Knee License Agreement, the Company is required to pay 3.75% of net sales for licensed patent products and the minimum annual royalty is $75 due on or before* July 31, 2028and $100 per year thereafter. The Vanderbilt Knee License Agreement will continue until February 15, 2041,*unless sooner terminated.

Purchase Obligations

The Company purchases components from a variety of suppliers and uses contract manufacturers to provide manufacturing services for its products. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction.

The Company had purchase obligations primarily for purchases of inventory and manufacturing related service contracts totaling $1,511 as of* September 30, 2024*, which are expected to be paid withinone year, and $2,783 as of* December 31, 2023*. Timing of payments and actual amounts paid* may*be different depending on the time of receipt of goods or services or changes to agreed-upon amounts for some obligations.

The Company has operating lease commitments totaling $1,083 payable over 34 months related to the San Rafael Lease, the Ohio Lease, and the Hamburg Lease as disclosed in Note10. Lease Obligations.

Loss Contingencies

In the normal course of business, the Company is subject to various legal matters. In the opinion of management, the resolution of such matters willnot have a material adverse effect on the Company’s condensed consolidated financial statements.

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15. Net Loss Per Share

The following table sets forth the computation of basic and diluted net loss per share:

The following table sets forth potential shares of common stock that arenot included in the calculation of diluted net loss per common share because to do so would be anti-dilutive as of the end of each period presented:

(1) Represents the number of shares of common stock underlying our outstanding warrants as of such dates except for the2,900 shares of common stock underlying the Pre-Funded Warrant issued during thethree andnine months ended* September 30, 2024*. Refer to Note11. Capitalization and Equity Structure – Warrants for additional information regarding the warrants*.*

16. Segment Disclosures

The Company hastwo reportable segments: EksoHealth and EksoWorks. The EksoHealth segment designs, manufactures, and markets exoskeletons for applications in the medical markets. The EksoWorks segment designs, manufactures, and markets exoskeleton devices to allow able-bodied users to perform difficult repetitive work for extended periods. The reportable segments are each managed separately because they serve distinct markets.

The Company evaluates performance and allocates resources based on segment gross profit. The Company doesnot consider operating expenses or net assets as segment measures and, accordingly, arenot allocated.

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Segment reporting information is as follows:

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The Company operates in the following regions: (1) Americas, (2) Europe, the Middle East, and Africa ("EMEA"), and (3) Asia Pacific ("APAC"). Individual countries with revenue greater than10% of total revenue for thethree andnine months ended* September 30, 2024and2023* are disclosed separately from the regional totals. Geographic information for revenue based on location of customers is as follows:

**17. ** Related Party Transactions

On* February 4, 2023,the Company entered into a mutual release and settlement agreement with an entity to settle and resolve any and all potential claims brought forth in connection with a consulting agreement executed between the entity and the Company in July 2017.Under the terms of the consulting agreement, the Company was required to make milestone payments for the introduction of potential partners for, and the consummation of, a strategic joint venture. A member of the Company's board of directors is affiliated withone* oftwo entities under common control.

The Company's total settlement amount was $325 and to be paid in cash over14 months, with an initial payment of $145 paid in thefirst 40 days and $15 per month for the remaining12 months. The total settlement amount was fully paid in* April 2024.The Company had a liability of $0 and $60 related to this settlement on its condensed consolidated balance sheet under the caption Accrued Liabilities as of September 30, 2024* and* December 31, 2023*, respectively.