EKSO BIONICS HOLDINGS INC

DEF 14A 1 ekso20250110_def14a.htm FORM DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Ekso Bionics Holdings, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

EKSO BIONICS HOLDINGS, INC.

101 Glacier Point, Suite A

San Rafael, California 94901

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE

HELD ON MAY 16, 2025

NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the "Meeting") of Ekso Bionics Holdings, Inc., a Nevada corporation (the "Company"), will be held virtually via webcast on May 16, 2025 at 9:00 a.m., PDT, for the purpose of considering and voting upon the following matters:

These items of business are more fully described in the Proxy Statement accompanying this Notice. This Notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information. You should access and review all proxy materials before voting.

To enable easier access by our stockholders, the Meeting will be a completely virtual meeting conducted via webcast. You will be able to participate in the Meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/EKSO2025. To participate in the Meeting, you must have your 16-digit control number that is shown on your proxy card or voting instruction form, as applicable.

If you access the Meeting but do not enter your control number, you will be able to listen to the proceedings, but you will not be able to vote or otherwise participate. You should log on to the meeting site at least 15 minutes prior to the start of the Meeting to provide time to register and download the required software, if needed.

The Board of Directors of the Company has fixed the close of business on March 18, 2025 (the "Record Date") as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting or any adjournment or postponement thereof.

For purposes of Proposal One, Proposal Two, Proposal Three, Proposal Four, Proposal Five and Proposal Six, the holders of shares of our common stock outstanding as of the Record Date will be asked to consider and vote on such proposals. In order to satisfy Nasdaq Listing Rule 5635, we will not treat Proposal Six as having passed unless it is approved by a majority of the votes cast by the holders of common stock, excluding shares of our common stock acquired upon the exercise of our Series A Warrants and Series B Warrants that were held by the holder of the Inducement Warrant, outstanding as of the Record Date.

On or about April 10, 2025, we will mail to our stockholders of record as of the Record Date our proxy materials and annual report, both of which are also available at www.proxyvote.com.

Your vote is important. Whether or not you plan to attend the Meeting, please complete, date, sign and return the proxy card mailed to you, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Stockholders who attend the virtual Meeting should follow instructions at www.virtualshareholdermeeting.com/EKSO2025 to vote online during the Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the virtual Meeting, you must follow the instructions from that record holder. Please refer to the section entitled "Important Information About the Meeting - How Do I Vote?" on page 3 of the Proxy Statement for a description of how to vote in advance of the Meeting.

By Order of the Board of Directors, /s/ Scott G. Davis

Scott G. Davis Chief Executive Officer and Director San Rafael, CA April 10, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 2025: THE NOTICE OF MEETING AND PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR 2024 ARE AVAILABLE ELECTRONICALLY ATWWW.PROXYVOTE.COM***.***

TABLE OF CONTENTS

EKSO BIONICS HOLDINGS, INC.

101 Glacier Point, Suite A

San Rafael, California 94901

PROXY STATEMENT

2025 Annual Meeting of Stockholders

To Be Held On May 16, 2025

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Ekso Bionics Holdings, Inc. (the "Board of Directors"), a Nevada corporation (the "Company"), for use at the 2025 Annual Meeting of Stockholders to be held virtually via webcast on May 16, 2025, at 9:00 a.m., PDT, and at any adjournment or postponement thereof (the "Meeting"). The Notice of Meeting, this Proxy Statement, the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission (the "SEC") on March 3, 2025 (the "Annual Report"), and a form of proxy card ("Proxy Card") have been mailed to our stockholders of record as of March 18, 2025 (the "Record Date"). Unless the context otherwise requires, references to the "Company," "we," "us," and "our" refer to Ekso Bionics Holdings, Inc.