EKSO BIONICS HOLDINGS INC

1. Organization

Description of Business

Ekso Bionics Holdings, Inc. (the “Company”) designs, develops, and markets exoskeleton products that augment human strength, endurance and mobility. The primary end market for our exoskeleton technology is healthcare, where our technology primarily serves people with physical disabilities or impairments in both physical rehabilitation and mobility. 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”.

Unless otherwise indicated, all dollar and share amounts included in these notes to the consolidated financial statements are in thousands.

Liquidity and Going Concern

As of* December 31, 2024*, the Company had an accumulated deficit of $250,475. 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 the year ended* December 31, 2024*, the Company used $9,846 of cash in its operations. Cash on hand as of* December 31, 2024* was $6,493.

As described in Note9. Notes Payable, net, borrowings under the Company’s secured term loan agreement with Banc of California are subject to a liquidity covenant requiring minimum cash on hand equivalent to the current outstanding principal balance, which is due in full in* August 2026.As of December 31, 2024*, $2,000 of cash must remain as restricted. After considering cash restrictions, effective unrestricted cash as of* December 31, 2024* was approximately $4,493.

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 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 consolidated financial statements.

The accompanying 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 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. Summary of Significant Accounting Policies and Estimates

Basis of Presentation and Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP").

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

Reclassifications

For the year ended* December 31, 2024,the Company reclassifiedone* of its assets presented in the Note6. Property and Equipment, netin the notes to our consolidated financial statements. One of the assets have been reclassified to "Machinery and equipment" from "Furniture and office equipment" as applicable. Accordingly, prior period amounts have been reclassified to conform to the current period presentation, in all material respects.

Use of Estimates

The preparation of the 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, the allocation of contract consideration to the individual performance obligations in our device sales arrangements, which impact revenue recognition and deferred revenue, the provision for credit losses on accounts receivable, 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 consolidated statements of operations and comprehensive loss.

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Accumulated Other Comprehensive Income

The Company's accumulated other comprehensive income consists of the accumulated net unrealized gains or losses on foreign currency translation adjustments. The change in accumulated other comprehensive income presented on the consolidated balance sheets for the year ended* December 31, 2024* and2023, is reflected in the table below net of tax:

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 financial institutions with each balance under the*$250* Federal Deposit Insurance Corporation ("FDIC") insurance limit. The Company has significant cash balances at foreign financial institutions that 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 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.

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 settling contracts 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* December 31, 2024*, as compared withno customers as of* December 31, 2023*.

The Company hadone customer with sales of10% or more of the Company’s total revenue for the years ended* December 31, 2024and2023* (17% and 15%, respectively).

Accounts Receivable and Allowance for Credit Losses

The Company carries accounts receivable at invoiced amounts less an allowance (or "provision") for credit losses. The Company reviews accounts receivables for collectability and determines an allowance for credit losses. The allowance for credit losses on accounts receivables reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance based on historical bad debt expense, the aging of the accounts, known troubled accounts, customer payment history, and other currently available evidence. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within30 to90 days. Accounts receivables are charged off after all reasonable means to collect the full amount, including litigation where appropriate, have been exhausted. The Company hasnot experienced material losses related to accounts receivable during the years ended* December 31, 2024and2023*. The Company's accounts receivable balances, net of allowances, as of* December 31, 2024*,2023, and2022 were $7,238, $5,645 and $4,625, respectively.

Inventories

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 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.

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Inventories consisted of the following:

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.

Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation and are depreciated on a straight-line basis over the estimated useful lives of the assets, generally ranging from three to 10 years. Leasehold improvements are amortized over the shorter of the estimated useful life or the related term of the lease. The costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized.

The Company assesses the impairment of long-lived assets whenever events or changes in circumstances indicate that their carrying value* may**not* be recoverable from the estimated future cash flows expected to result from the Company’s use or eventual disposition. If estimates of future undiscounted net cash flows are insufficient to recover the carrying value of the assets, the Company will record an impairment loss in the amount by which the carrying value of the assets exceeds the fair value. If the assets are determined to be recoverable, but the useful lives are shorter than originally estimated, the Company will depreciate or amortize the net book value of the assets over the newly determined remaining useful lives.None of the Company’s property and equipment were impaired as of* December 31, 2024and2023*. No impairment loss has been recognized in the years ended* December 31, 2024and2023*.

Goodwill

The Company records goodwill when the purchase price of an acquisition exceeds the fair value of the net tangible and identified intangible assets acquired. The Company performs an annual impairment assessment, or more frequently if indicators of potential impairment exist, which includes evaluating qualitative and quantitative factors to assess the likelihood of an impairment of goodwill. Such indicators include, among others, material departures from projected sales volume, deteriorating gross margins, and uncertainties regarding continued commercialization as a result of changing business strategies.

The Company determinedno impairment existed for the years ended* December 31, 2024* and* December 31, 2023*.

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Intangible Assets

Other intangible assets include developed technology, acquired intellectual property, and customer relationships, in the case of finite-lived intangibles, and trade names in the case of indefinite-lived intangibles. Finite-lived intangibles are amortized over their estimated useful lives and are tested for impairment at least annually or whenever events or changes in circumstances indicate that the carrying value of the assets* may**not* be recoverable. Indefinite-lived intangible assets are tested for impairment annually, or as deemed necessary if potential indicators of impairment exist.

The Company determinedno impairment existed for the year ended* December 31, 2024* and* December 31, 2023*.

Warrant Valuation

The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity, unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that it* may*need to settle the warrants in cash.

Where there is a possibility that the Company* may*have to settle warrants in cash, it estimates the fair value of the issued warrants as a liability at each reporting date and records changes in the estimated fair value as a non-cash gain or loss in the consolidated statements of operations and comprehensive loss. The fair values of these warrants have been determined using the Black-Scholes option-pricing model (the “Black-Scholes Model”) and the Binomial Lattice model (the "Lattice Model"). The Black-Scholes Model requires inputs, such as the expected volatility, expected term, exercise price, risk-free interest rate, and the value of the underlying security. The Lattice Model provides for assumptions regarding expected volatility, expected term, exercise price, risk-free interest rates, the value of the underlying security, and the probability of and likely timing of a specific event within the period to maturity. These values are subject to a significant degree of the Company's judgment. The Company’s common stock price represents a significant input that affects the valuation of the warrants.

Going Concern

The Company assesses its ability to continue as a going concern in accordance with ASC205-40, Presentation of Financial Statements–* Going Concern*. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

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 generally doesnot grant a right of return for its products. The Company exercised judgement to determine that a product return reserve wasnot required as of* December 31, 2024and2023,* as historical returns activity havenot been material and the Company's expectations and estimates regarding future returns havenot changed.

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Research and Development

Research and development costs consist of costs incurred for internal research and development activities. These costs primarily include salaries and other personnel-related expenses, contractor fees, prototype materials, facility costs, supplies, and depreciation of equipment associated with the design and development of new products prior to the establishment of their technological feasibility. Such costs are expensed as incurred.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, income tax expense or benefit is recognized for the amount of taxes payable or refundable for the current year and for deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. The Company accounts for any income tax contingencies in accordance with accounting guidance for income taxes. The measurement of current and deferred tax assets and liabilities is based on provisions of currently enacted tax laws. The effects of any future changes in tax laws or rates havenot been considered.

For the preparation of the Company's consolidated financial statements included herein, the Company estimates its income taxes and tax contingencies in each of the tax jurisdictions in which it operates prior to the completion and filing of its tax returns. This process involves estimating actual current tax expense together with assessing temporary differences resulting from differing treatment of items, such as deferred revenue, for tax and accounting purposes. These differences result in net deferred tax assets and liabilities. The Company must then assess the likelihood that the deferred tax assets will be realizable, and to the extent they believe that realizability isnot likely, the Company must establish a valuation allowance. In assessing the need for any additional valuation allowance, the Company considers all the evidence available to it, both positive and negative, including historical levels of income, legislative developments, expectations and risks associated with estimates of future taxable income, and ongoing prudent and feasible tax planning strategies.

Stock-based Compensation

The Company measures stock-based compensation expense for restricted stock units (“RSUs”) and performance stock units ("PSUs") made to employees and directors based on the Company’s closing stock price on the date of grant and recognizes the value on a straight-line basis over the requisite service periods of the awards.

The Company records compensation expense for service-based awards on a straight-line basis over the requisite service period, which is generally the vesting period of the award. For awards with performance-based conditions, at the point that it becomes probable that the performance conditions will be met, the Company records a cumulative catch-up of the expense from the grant date to the current date, and then amortizes the remainder of the expense over the remaining service period. Management evaluates when the achievement of a performance-based condition is probable based on the expected satisfaction of the performance conditions as of the reporting date. The amount of stock-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The Company accounts for forfeitures as they occur.

The Company measures stock-based compensation expense for stock options granted to employees and directors based on the estimated fair value of the award on the date of grant and recognizes the fair value on a straight-line basis over the requisite service periods of the awards. The Company determines the fair value of stock options on the date of grant using the Black-Scholes Model, which is affected by the Company’s stock price and assumptions regarding a number of subjective variables. These variables include, but arenot limited to, the Company’s stock price, volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. Due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term, the Company adopted the simplified method of estimating the expected term pursuant to SEC Staff Accounting Bulletin Topic14. On this basis, the Company estimated the expected term of options granted by taking the average of the vesting term and the contractual term of the option.

The Company has, from time to time, modified the terms of its stock options and RSUs to certain employees and directors. The Company accounts for the incremental compensation cost, which is the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification, as an expense for vested awards or over the remaining service (vesting) period for unvested awards.

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Accounting Pronouncements Adopted in2024

In* November 2023,the FASB issued Accounting Standards Update ("ASU")No. 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, which requires expanded annual and interim disclosures for significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. Public entities that have a single reportable segment are required to apply the disclosure requirements. 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.This standard is applicable to the Company due to the single reportable segment requirement. The Company has included all required disclosures within its Form10*-K for the year ended* December 31, 2024.As this standard only impacts disclosures, it didnot* have a material impact on the Company's consolidated financial statements. For additional information, refer to Note16. Segment Disclosures.

Recent Accounting Pronouncements

In* December 2023,the FASB issued ASUNo.* 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. The Company isnot* early adopting ASU2023-09 and is currently evaluating the impact of this pronouncement on the Company's related consolidated disclosures.

In* November 2024,the FASB issued ASUNo.* 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses (“ASU2024-03”), which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s fiscal years beginning after* December 15, 2026,and interim periods beginning after December 15, 2027,*with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on its related consolidated disclosures.

3. Net Loss Per Share of Common Stock

Basic net loss per share of common stock is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed, when applicable, using the weighted average number of shares of common stock, adjusted to include conversion of "in-the-money" stock options and warrants for common stock and release of common stock in connection with restricted stock units during the period, net of tax as follows:

(1) Includes the weighted average effect of the Pre-Funded Warrant, the exercise of which requires nominal consideration for the delivery of the shares of common stock.

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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 the 2,900 shares of common stock underlying the Pre-Funded Warrant issued during the year ended* December 31, 2024.The weighted average number of common shares outstanding, used in the basic and diluted Net loss per share as of December 31, 2024,includes the weighted average effect of the Pre-Funded Warrant issued in connection with the September 2024firm commitment underwritten public offering, the exercise of which requires nominal consideration for the delivery of the shares of common stock. Refer to Note12.* Capitalization and Equity Structure — Warrants for additional information regarding the warrants.

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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:

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

During the years ended* December 31, 2024and2023*, there wereno transfers between Level1, Level2, or Level3 assets or liabilities reported at fair value on a recurring basis and the valuation techniques used didnot change compared to the Company’s established practice.

The following table sets forth a summary of the changes in the fair value of Company’s Level3 financial liabilities during the years ended* December 31, 2024* and2023, which were measured at fair value on a recurring basis:

See Note12 in the notes to consolidated financial statements under the captionCapitalization and Equity Structure–* Warrants*for a description of the warrants accounted for as a liability, including the method and inputs used to estimate their fair value.

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5. Revenue

The Company’s 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 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 these 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.

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 the years ended* December 31, 2024* and* December 31, 2023*:

The Company expects to recognize approximately $1,956 of the deferred revenue during2025, $1,023 in2026, and $897 thereafter.

In addition to deferred revenue, the Company has a non-cancellable backlog of $3,364, which includes customer orders received butnot fulfilled and other ancillary products and services of $2,951, expected to be recognized across2025 and2026, and contracts for subscription units of $413, expected to be recognized across2025 and2026.

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Disaggregation of Revenue

The following table disaggregates the Company’s revenue by major source for the year ended* December 31, 2024*:

The following table disaggregates the Company’s revenue by major source for the year ended* December 31, 2023*:

The Company operates in the following regions: (1) Americas, (2) Europe, the Middle East, and Africa region ("EMEA"), and (3) Asia Pacific region ("APAC"). Individual countries with revenue greater than10% of total revenue for the year ended* December 31, 2024and2023* are disclosed separately from the regional totals. Geographic information for revenue based on location of customers is as follows:

6. Property and Equipment, net

Property and equipment, net consisted of the following:

Depreciation expense of Property and equipment, net totaled $658 and $726 for the years ended* December 31, 2024and2023*, respectively.

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7. Accrued Liabilities

Accrued liabilities consisted of the following:

Warranty

Sales of devices generally include an initial warranty for parts and services forone year in the Americas,two years in the EMEA, andone tothree years in the APAC. Warranty costs are reflected in the consolidated statements of operations and comprehensive loss as a component of costs of revenue. 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 consolidated balance sheets. A reconciliation of the changes in the device warranty liability for the years ended* December 31, 2024and2023* 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, Nomad, and future potential 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 in the years ended* December 31, 2024* and2023.

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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* December 31, 2024* and2023.

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 for intangible assets for the years ended* December 31, 2024* and2023.

The estimated future amortization expenses related to definite-lived intangible assets as of* December 31, 2024* were as follows:

Amortization expense related to the acquired definite-lived intangible assets was $312 and $325 for the years ended* December 31, 2024and2023,* respectively, and was included as a component of operating expenses and cost of revenue in the 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* December 31, 2024*. It also contains a primary depository covenant, which restricts the Company from having more than $1,000 held in subsidiary accounts outside of the United States. As of* December 31, 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.

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The debt issuance costs and debt discounts combined with the stated interest resulted in an effective interest rate of 8.55% and 8.81% for the years ended* December 31, 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 $171 and $176 for the years ended* December 31, 2024and2023*, respectively.

The following table presents scheduled principal payments of the Company's BoC Term Loan as of* December 31, 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 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 7.79% and 7.18% for the years ended* December 31, 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 $271 and $320 for the years ended* December 31, 2024* and2023, respectively.

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The following table presents scheduled principal payments of the Promissory Note as of* December 31, 2024*:

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 November**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 November**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 have been discounted at the Company's estimated incremental borrowing rate as of the date of contract execution and are reflected in the consolidated balance sheets under the captions Lease liabilities, current and Lease liabilities, and the corresponding right of use asset is reflected in the 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* May2022* and expires in* June2025,* 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 have been discounted at the Company's estimated incremental borrowing rate and are reflected in the consolidated balance sheets under the captions Lease liabilities, current and Lease liabilities, and the corresponding right of use asset is reflected in the 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* December 31, 2024*, which are presented as Lease liabilities, current and Lease liabilities on the Company’s consolidated balance sheets, are as follows:

Lease expense under the Company’s operating leases was $588 and $548, for the years ended* December 31, 2024and2023*, respectively.

11. Employee Benefit Plan

The Company administers a401(k) retirement plan (the*"401*(k) Plan"), in which all employees are eligible to participate. Each eligible employee* mayelect to contribute to the401*(k) Plan. The Company makes matching contributions in the form of shares of the Company's common stock to the401(k) Plan in an amount equal to 50% of employee contributions (up to the statutory limit), subsequent to year-end. During the years ended* December 31, 2024and2023,* 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, 2024and2023.* The expense for the401(k) Plan share matching was $257 and $378 for the years ended* December 31, 2024and2023*, respectively.

12. Capitalization and Equity Structure

Summary

The Company’s authorized capital stock as of* December 31, 2024* consisted of 141,429 shares of common stock and 10,000 shares of preferred stock. As of* December 31, 2024*, there were 22,203 shares of common stock issued and outstanding andno shares of preferred stock issued and outstanding.

Common Stock

The holders of outstanding shares of common stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends at such times and in such amounts as the Board of Directors* maydetermine. Holders of common stock are entitled toone* vote for each share held on all matters submitted to a vote of stockholders. There isno cumulative voting for the election of directors. The common stock isnot entitled to preemptive rights and isnot subject to conversion or redemption. Upon liquidation, dissolution or winding up of the Company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the common stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors. Each outstanding share of common stock is duly and validly issued, fully paid, and non-assessable.

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**** 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 $5,003 in the September 2024Offering, after deducting the underwriting discount and commissions and offering expenses paid by the Company. The Company is using the net proceeds from the September 2024*Offering for general corporate purposes, which includes growth and expansion of our Personal Health products 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, pursuing strategic initiatives, and 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. Offers and sales of shares of common stock by the Company through the Agent maybe made by any method deemed to be an “at the market offering” as defined under SEC Rule415* or in privately negotiated transactions, subject to certain conditions. Such shares* maybe offered pursuant to the registration statement on Form S-3 (FileNo.* 333-272607) (the “Registration Statement”), which was declared effective by the SEC on* June 20, 2023,and a related prospectus supplement filed with the SEC on July 28, 2023 (the “ATM Prospectus”). Pursuant to the Registration Statement and the ATM Prospectus, shares having an aggregate offering price of up to $5,000 * maybe offered and sold, subject to certain SEC rules limiting the amount of shares of the Company’s common stock that* maybe sold by the Company under the Registration Statement. 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 the year ended* December 31, 2024*, the Company sold 105 shares of common stock under the ATM Agreement at an average price of $1.43, for aggregate proceeds of $85, net of commission and issuance costs. During the year ended* December 31, 2023,the Company sold 451 shares of common stock under the ATM Agreement at an average price of $1.59, for aggregate proceeds of $661, net of commission and issuance costs. As of December 31, 2024*, the Company has $4,134 available for future offerings under the prospectus filed with respect to the ATM Agreement.

Preferred Stock

The Company* mayissue shares of preferred stock from time to time inone* or more series, each of which will have such distinctive designation or title as shall be determined by its Board of Directors and will have such voting powers, full or limited, orno voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as* may*be adopted from time to time by the Board of Directors.

Warrants

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

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

335 warrants were exercised during the year ended* December 31, 2024*, compared tono warrants exercised during the same period of2023. The weighted average exercise price of the warrants outstanding as of* December 31, 2024* was $1.34.

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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 ("the2021* 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 the* June 2020Investor Warrant. However, a holder willnot* be entitled to exercise any portion of the* June 2020Investor 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 the* December 2019Warrant. However, a holder willnot* be entitled to exercise any portion of the* December 2019Warrants 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.

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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 holders of the December 2019Warrants will be entitled to receive upon exercise of the December 2019Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the December 2019Warrants immediately prior to such Fundamental Transaction. Alternatively, 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.

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 had substantially the same form as the December 2019Warrants, except that they had an exercise price per share equal to $8.44, subject to adjustment in certain circumstances, and expired on December 18, 2024.*

The warrant liability related to the* December 2019Placement Agent Warrants was 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:

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**** May 2019Warrants**

In* May 2019,pursuant to an underwriting agreement, (the "May 2019Offering"), the Company issued 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.*

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.

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13. Stock-based Compensation

2014 Equity Incentive Plan

In2014, the Board of Directors and a majority of the stockholders adopted the Company's Amended and Restated2014 Equity Incentive Plan (the*"2014* Plan"), which 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, whereby the Board of Directors and a majority of the stockholders adopted, 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* December 31, 2024*, the total number of shares authorized for grant under the Restated2014 Plan is shown in the table below:

Under the terms of the Restated2014 Plan, the Board of Directors* mayaward restricted stock, restricted stock units, stock options, stock appreciation rights and dividend equivalent rights having either a fixed or variable price related to the fair market value of the shares and with an exercise or conversion privilege related to the passage of time, the occurrence ofone* or more events, or the satisfaction of performance criteria or other conditions or any other security with the value derived from the value of the shares.

Shares available for future grant as of* December 31, 2024under the Restated2014* Plan was as follows:

Restricted Stock Units

The Company issues time-based RSUs and 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 the year ended* December 31, 2024* is summarized below:

The total grant-date fair value of RSUs and PSUs that vested during the year ended* December 31, 2024* was $1,204. As of* December 31, 2024*, $713 of total unrecognized compensation expense related to unvested RSUs and PSUs was expected to be recognized over a weighted average period of 1.29 years.

Stock Options

The Board of Directors* maygrant stock options under the2014* Plan at a price ofnot less than 100% of the fair market value of the Company’s common stock on the date the option is granted. The maximum term of an incentive stock option granted to participants* may**not* exceedten years. Subject to the limitations discussed above, the Board of Directors determines the term and exercise or purchase price of other awards granted under the Restated2014 Plan. The Board of Directors also determines the terms and conditions of awards, including the vesting schedule and any forfeiture provisions. Options granted under the Restated2014 Plan vest upon the passage of time, generally four years, or upon the attainment of certain performance criteria established by the Board of Directors. The Company* may*grant options to purchase common stock to non-employees for advisory and consulting services. Upon exercise of a stock option, the Company issues new shares of common stock.

A summary of the stock option activity during the year ended* December 31, 2024* is presented below:

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No stock options were exercised during the years ended* December 31, 2024and2023*.

Asno stock options were granted during the years ended* December 31, 2024* and* December 31, 2023*, there wasno related weighted-average grant date fair value. The total grant date fair value of stock options vested during the years ended* December 31, 2024and2023* was $0 and $58, respectively.

As of* December 31, 2024*, total unrecognized compensation cost related to unvested stock options was $0.

The following table summarizes information about stock options outstanding as of* December 31, 2024*:

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Compensation Expense

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

Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan ("ESPP"). Under the ESPP, the Company has 33 shares of common stock reserved for issuance, subject to adjustment in the event of a stock split, stock dividend, combination, reclassification or similar event. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 25% of their eligible compensation, subject to any plan limitations. The ESPP provides forsix-month offering periods. At the end of each offering period, employees can purchase shares at 85% of the lower of the fair market value of the Company’s common stock on thefirst trading day of the offering period or on the last trading day of the offering period. As of* December 31, 2024*, the Company hadnot initiated employee enrollment to the plan.

14. Income Taxes

The domestic and foreign components of pre-tax loss for the years ended* December 31, 2024and2023* were as follows:

The Company hadno current or deferred federal and state income tax expense or benefit for the years ended* December 31, 2024and2023* because the Company generated net operating losses, and currently management doesnot believe it is more likely thannot that the net operating losses will be realized. The Company’s non-U.S. tax obligation is primarily for business activities conducted through Germany and Singapore for which taxes were included in other expenses, net for the years ended* December 31, 2024and2023,* and determined to be immaterial, and accordingly, such amounts were excluded from the following tables.

Income tax expense (benefit) for the years ended* December 31, 2024and2023* differed from the amounts computed by applying the statutory federal income tax rate of 21% to pretax loss as a result of the following:

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The tax effects of temporary differences and related deferred tax assets and liabilities as of* December 31, 2024and2023* were as follows:

The Company’s accounting for deferred taxes involves the evaluation of a number of factors concerning the realizability of the Company’s net deferred tax assets. The Company primarily considered such factors as the Company’s history of operating losses, the nature of the Company’s deferred tax assets, and the timing, likelihood and amount, if any, of future taxable income during the periods in which those temporary differences and carryforwards become deductible. The Company doesnot believe that it is more likely thannot that the deferred tax assets will be realized; accordingly, a full valuation allowance was established andno deferred tax assets were shown in the accompanying consolidated balance sheets. The valuation allowance increased by $1,556 and $4,269 in the years ended* December 31, 2024and2023,* respectively.

The Tax Cuts and Jobs Act of2017 ("TCJA") made a significant change to Section174 that went into effect for taxable years beginning after* December 31, 2021.The change eliminated the ability to currently deduct research and development costs. Instead, these costs must be capitalized and amortized. As a result, the Company capitalized research and development costs of $3.9 million and $4.7 million for the years ended December 31, 2024and2023,* respectively.

As of* December 31, 2024,the Company had federal net operating loss carryforwards of $203,860. The federal net operating loss carryforwards of $120,792 generated before January 1, 2018will begin to expire in2027,* and $83,068 will carryforward indefinitely but are subject to the80% taxable income limitation. The Company also had federal research and development tax credit carryforwards of $2,353 that will expire beginning in2031, ifnot utilized.

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As of* December 31, 2024,the Company had state net operating loss carryforwards of $133,371, which will begin to expire in2025.* The Company also had state research and development tax credit carryforwards of $752, which haveno expiration.

As of* December 31, 2024,the Company had foreign net operating loss carryforwards of $12,552. The foreign net operating loss carryforwards donot* expire.

Utilization of the Company’s net operating losses and credit carryforwards* maybe subject to annual limitations in the event of a Section382* ownership change. Such future limitations could result in the expiration of net operating losses and credit carryforwards before utilization as a result of such an ownership change.

A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended* December 31, 2024and2023,* were as follows:

If the Company is able to recognize these uncertain tax positions, the unrecognized tax benefits wouldnot impact the effective tax rate if the Company applies a full valuation allowance against the deferred tax assets, as provided in the Company’s current policy.

The Company hadnot incurred any material tax interest or penalties as of* December 31, 2024.The Company doesnot* anticipate any significant change within12 months of this reporting date of its uncertain tax positions. The Company is subject to taxation in the United States and various state jurisdictions, Germany, and Singapore. There areno ongoing examinations by taxing authorities at this time. The Company’s tax years 2007 through2024 will remain open for examination by the federal and state authorities forthree andfour years, respectively, from the date of utilization of any net operating loss credits. The Company’s 2019 to2024 tax years will remain open for examination by the German tax authority forfour years from the end of the year in which the applicable return was filed. The Company’s 2020 to2024 tax years will remain open for examination by the Singapore tax authority forfour years from the date of the applicable assessment.

15. Commitments and Contingencies

Commitments*** ***

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.

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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 $1,263 as of* December 31, 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 $953 payable over the lease terms of the San Rafael Lease, the Ohio Lease and the Hamburg Lease as disclosed in Note10. Lease Obligations.

Other Contractual Obligations

The following table summarizes the Company's outstanding contractual obligations, including interest payments, as of* December 31, 2024* and the effect those obligations are expected to have on its liquidity and cash flows in future periods:

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 consolidated financial statements.

16. Segment Disclosures

Operating segments are defined as components of a public entity for which discrete financial information is available and regularly reviewed by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company's CODM is its chief executive officer who reviews financial information, annual operating plans, and long-range forecasts, presented on a consolidated basis, for purposes of making operating decisions, evaluating financial performance, and allocating resources. The Company is managed as a single operating segment that primarily serves people with physical disabilities or impairments in both physical rehabilitation and mobility in the healthcare market. Managing the Company's business activities on a consolidated basis allows the Company to benefit from the value its healthcare products provide across the care continuum.

The Company’s CODM uses net loss as presented on the consolidated statements of operations and comprehensive loss to measure segment loss and assesses financial performance against expectations for the Company's single reportable segment to decide how to allocate resources. Additionally, the CODM reviews and uses segment expenses included in net loss to manage the Company’s operations and assess operating performance. The measure of segment assets is reported on the Company's consolidated balance sheets as total assets. The significant segment expenses regularly provided to the CODM are those presented on the consolidated statements of operations and comprehensive loss. These significant segment expenses include cost of revenue, sales and marketing, research and development and general and administrative expenses. Other segment items that are presented on the consolidated statements of operations and comprehensive loss include interest expense, net, gain (loss) on revaluation of warrant liabilities, loss on modification of warrant, unrealized (loss) gain on foreign exchange and other expense, net. The Company’s entity-wide disclosures, including the breakout of revenue by major source and geographies, are included in Note5.** Revenue.

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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 total settlement amount was $325 and paid in cash over 14 months, with an initial payment of $145 paid in thefirst 40 days and $15 per month for the remaining 12 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 consolidated balance sheets under the caption Accrued liabilities as of December 31, 2024and2023,* respectively.