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EKSO BIONICS HOLDINGS INC

For the period ended Mar 31, 2025. Filed May 5, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 5, 2025

CHRN$11.62+8.1%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (unaudited)

1.** Organization

Description of Business

Ekso Bionics Holdings, Inc. (the “Company”) designs, develops, and markets exoskeleton products to 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 condensed consolidated financial statements are in thousands.

Liquidity and Going Concern

As of* March 31, 2025*, the Company had an accumulated deficit of $253,592. 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 thethree months ended* March 31, 2025*, the Company used $1,965 of cash in its operations. Cash on hand as of* March 31, 2025* was $8,054.

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, which is due in full in* August 2026.As of March 31, 2025*, $2,000 of cash must remain as restricted. After considering cash restrictions, effective unrestricted cash as of* March 31, 2025* was approximately $6,054.

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. Management currently estimates that the Company's unrestricted cash will fund its operations into thefourth quarter of2025.

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, 2024*, which was filed with the SEC on* March 3, 2025.*

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, 2024*, 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 months ended* March 31, 2025* arenot necessarily indicative of the results to be expected for the year ending* December 31, 2025* 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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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 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 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* March 31, 2025* and* December 31, 2024*, as historical returns activity hasnot been material and the Company's expectations and estimates regarding future returns havenot changed.

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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 United States, 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 collecting receivables denominated in a foreign currency.

The Company hadfour customers with an accounts receivable balance totaling10% or more of the Company’s total accounts receivable as of* March 31, 2025* (13%,13%,12%, and 10%), as compared withtwo customers as of* December 31, 2024* (17% and 17%).

During thethree months ended* March 31, 2025*, the Company hadtwo customers with sales of10% or more of the Company’s total revenue(12% and 12%), as compared withone customer in thethree months ended* March 31, 2024* (11%).

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 receivable for collectability and determines an allowance for potential 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 to120 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 thethree months ended* March 31, 2025* and2024. The Company's accounts receivable balances, net of allowances, as of* March 31, 2025*,* December 31, 2024*, and* December 31, 2023*were $6,457, $7,238, and $5,645, respectively.

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. The Company isnot* early adopting ASU2023-09 and is currently evaluating the impact of this pronouncement on the Company's related consolidated disclosures in its financial statements for the year ending* December 31, 2025.*

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.

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3. 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 condensed consolidated balance sheets for thethree months ended* March 31, 2025and2024*, is reflected in the table below net of tax:

Three Months Ended March 31,
20252024
Balance at beginning of period$957$156
Net unrealized (loss) gain on foreign currency translation(533)291
Balance at end of period$424$447

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:

•Level 1—Quoted prices in active markets for identical assets or liabilities. The Company considers a market to be active when transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
•Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
•Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The valuation of Level 3 investments requires the use of significant management judgments or estimation.

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

TotalLevel 1Level 2Level 3
Liabilities
Warrant liabilities$—$—$—$—
Liabilities
Warrant liabilities$1$—$—$1

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The following table sets forth a summary of the changes in the fair value of the Company’s Level3 financial liabilities for thethree months ended* March 31, 2025*, which were measured at fair value on a recurring basis:

Warrant Liabilities
Balance as of December 31, 2024$1
Gain on revaluation of warrants(1)
Balance as of March 31, 2025$—

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

5. Inventories

Inventories as of* March 31, 2025* and* December 31, 2024* consisted of the following:

March 31, 2025December 31, 2024
Raw materials$3,732$3,551
Work in progress319177
Finished goods911843
Inventories$4,962$4,571

6. 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:

March 31, 2025December 31, 2024
Deferred extended maintenance and support$3,6493,669
Deferred device and advances223207
Total deferred revenues3,8723,876
Less current portion(1,913)(1,956)
Deferred revenues, non-current$1,959$1,920

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Deferred revenue activity consisted of the following for thethree months ended* March 31, 2025*:

Balance as of December 31, 2024$3,876
Deferral of revenue596
Recognition of deferred revenue(600)
Balance as of March 31, 2025$3,872

The Company expects to recognize approximately $1,579 of the deferred revenue during the remainder of 2025, $1,147 in 2026, and $1,146 ther eafter.

In addition to deferred revenue, the Company has a non-cancellable backlog of $3,415 expected to be recognized across2025 and2026, which includes customer orders received butnot fulfilled and other ancillary products and services of $2,981, andcontracts for subscription units of $434.

Disaggregation of Revenue

The following table disaggregates the Company’s revenue by major source for thethree months ended* March 31, 2025*:

Total
Device revenue$2,487
Service and support708
Subscriptions87
Parts and other93
$3,375

The following table disaggregates the Company’s revenue by major source for thethree months ended* March 31, 2024*:

Total
Device revenue$2,753
Service and support765
Subscriptions144
Parts and other94
$3,756

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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 months ended* March 31, 2025and2024* are disclosed separately from the regional totals. Geographic information for revenue based on location of customers is as follows:

Three Months Ended March 31,
20252024
Americas
United States$1,783$2,297
Remaining countries combined1732
Americas revenue1,8002,329
EMEA
France422346
Italy40712
Remaining countries combined255472
EMEA revenue1,084830
APAC
Countries combined491597
APAC revenue491597
Total Revenue$3,375$3,756

7. Accrued Liabilities

Accrued liabilities as of* March 31, 2025* and* December 31, 2024* consisted of the following:

March 31, 2025December 31, 2024
Salaries, benefits and related expenses$1,449$1,684
Device warranty498474
Stock liability883—
Other136194
Total$2,966$2,352

Warranty

Sales of devices generally include an initial warranty for parts and services forone year in the Americas,two years in EMEA, andone tothree years in APAC. Warranty costs are reflected in the condensed 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 condensed consolidated balance sheets. A reconciliation of the changes in the device warranty liability for thethree months ended* March 31, 2025* is as follows:

Three Months Ended
Balance as of December 31, 2024$655
Additions for estimated future expense166
Incurred costs(159)
Balance as of March 31, 2025$662
Current portion$498
Long-term portion164
Total$662

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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 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 months ended* March 31, 2025* and2024.

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* March 31, 2025* and* December 31, 2024*:

Gross Carrying AmountAccumulated AmortizationImpairmentNet Carrying Amount
Developed technology$2,310$(670)$—$1,640
Trade name2,310N/AN/A2,310
Intellectual property460(12)(180)268
Customer relationships140(41)—99
Total intangible assets$5,220$(723)$(180)$4,317
Gross Carrying AmountAccumulated AmortizationImpairmentNet Carrying Amount
Developed technology$2,310$(598)$—$1,712
Trade name2,310N/AN/A2,310
Intellectual property460(6)—454
Customer relationships140(36)—104
Total intangible assets$5,220$(640)$—$4,580

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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 had a Knee License Agreement with Vanderbilt University ("Vanderbilt") to maintain exclusive rights to patents on the Company's behalf (the "License Agreement"). On* April 16, 2025,the Company executed a Termination Agreement with Vanderbilt of the License Agreement (the "Termination Agreement"). Per the Termination Agreement, the Company isno* longer required to pay 3.75% of net sales for its Swing-Assist Microprocessor-Controlled Knee ("SA-MPK") licensed patent products and a minimum annual royalty of $75 due on or before* July 31, 2028and $100 per year thereafter until February 15, 2041.Under the Termination Agreement, should, to the extent Vanderbilt successfully licenses the rights of the SA-MPK technology to athird*-party, Vanderbilt will pay the Company 50% of Vanderbilt's share of any net revenues attributable to the rights received from such future license agreement until $100 has been paid to the Company. As a result of the overall uncertainty of the future revenues, the Company performed an impairment assessment of the intangible asset. In estimating the fair value of the asset, the Company utilized the undiscounted cash flow model, dependent on the primary assumption of forecasted revenues from the quoted market price of the Termination Agreement, which led to a $180 impairment loss recognized for the asset, reducing the asset balance to $0. The impairment loss is included as a component of operating expenses, under the caption "General and administrative," in the condensed consolidated statement of operations and comprehensive loss. The Company determinedno impairment existed for its other intangible assets for thethree months ended* March 31, 2025* and2024.

The estimated future amortization expenses related to definite-lived intangible assets as of* March 31, 2025* were as follows:

Fiscal YearAmount
2025 - remainder$247
2026330
2027330
2028330
2029330
2030 and thereafter440
Total$2,007

Amortization expense related to the acquired definite-lived intangible assets was $82 and $77 for thethree months ended* March 31, 2025* and2024, respectively, and was included as a component ofcost of revenue ($78 and $73, respectively) andoperating expenses ($4 and $4, respectively) 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* March 31, 2025*. 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* March 31, 2025*, 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 7.64% and 8.74% for thethree months ended* March 31, 2025* and2024, 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 $38 and $44 for thethree months ended* March 31, 2025* and2024, respectively.

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The following table presents scheduled principal payments of the Company’s BoC Term Loan as of* March 31, 2025*:

PeriodAmount
2025$—
20262,000
Total principal payments2,000
Less debt discount and issuance cost(3)
Notes payable, net$1,997
Current portion$—
Long-term portion1,997
Notes payable, net$1,997

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 6.86% and 7.11% for thethree months ended* March 31, 2025* and2024, 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$54 and$75 for thethree months ended* March 31, 2025* and2024, respectively.

The following table presents scheduled principal payments of the Company's Promissory Note as of* March 31, 2025*:

PeriodAmount
2025 - remainder$938
20261,250
2027937
Total principal payments3,125
Less debt discount(275)
Notes payable, net$2,850
Current portion1,250
Long-term portion1,600
Notes payable, net$2,850

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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 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 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 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.

The Company's operating lease agreement for its office in Hamburg, Germany (the "Hamburg Lease") commenced in* May**2022* and expires in* June 2025.The Company doesnot* plan to renew the Hamburg Lease.

The Hamburg Lease constitutes a lease under ASC842, and the Company estimates the lease term as* May 2022through June 2025.*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.

In* March 2025,the Company entered into an operating lease agreement for its new distribution and service facility in Ratingen, Germany (the "Ratingen Lease"), commencing in May 2025and expiring in April 2030.In May 2025,the Company plans to move its administrative office, which serves EMEA, to this new facility. Refer to Note14.* Commitments and Contingencies – Material Contracts, in the notes to our condensed consolidated financial statements for additional information regarding our Ratingen, Germany facility.

The Company’s future lease payments as of* March 31, 2025*, which are presented as Lease liabilities, current and Lease liabilities on the Company’s condensed consolidated balance sheets are as follows:

PeriodsOperating Leases
2025 - remainder$378
2026464
202775
2028 and thereafter78
Total lease payments995
Less: Ratingen Lease payments (not commenced as of March 31, 2025)(168)
Less: imputed interest(57)
Present value of lease liabilities$770
Weighted-average remaining lease term (in years)1.70
Weighted-average discount rate8.4%

Lease expense under the Company’s operating leases was $157 and$136 for thethree months ended* March 31, 2025and2024*, respectively.

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11. Capitalization and Equity Structure

Summary

The Company’s authorized capital stock as of* March 31, 2025* and* December 31, 2024* consistedof 141,429 shares of common stock and 10,000 shares of preferred stock. As of* March 31, 2025* and* December 31, 2024*, there were 28,197 and 22,203 shares of common stock issued and outstanding, respectively, andno shares of preferred stock issued and outstanding.

**** March 2025Inducement Warrant**

On* March 17, 2025,the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with an existing holder (the “Investor”) ofone* of the Company’s Series A common stock purchase warrants andone of the Company's Series B common stock purchase warrants (collectively, the “Existing Investor Warrants”) that the Company issued as part of the* September 2024Offering (as defined below), pursuant to which, among other things, the Investor exercised for cash its Existing Investor Warrants to purchase an aggregate of 9,800,000 shares (the “Existing Investor Warrant Shares”) of common stock at a reduced exercise price of $0.4239 per share (the “Inducement Exercise”). In consideration for exercising the Existing Investor Warrants, the Company issued to the Investor a new common stock purchase warrant to purchase up to an aggregate of 10,500,000 shares of common stock (such warrant, the “Inducement Warrant” and such shares of common stock issuable upon exercise thereof, the “Inducement Warrant Shares”) (collectively, the "March 2025Inducement Warrant"). The Inducement Warrant will become exercisable upon the date the Company receives approval of the Company’s stockholders (the “Stockholder Approval Date”) in accordance with the applicable rules and regulations of The Nasdaq Capital Market, and maybe exercised following such date through thefive-year anniversary of the Stockholder Approval Date, at an exercise price of $0.4239 per share. The Company received net proceeds of approximately $3,840 from the March**2025* Inducement Warrant, after deducting the transaction expenses paid by the Company. The Company is using the net proceeds from the* March 2025*Inducement Warrant for general corporate purposes, which include growth and expansion of the Company's 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 its other working capital needs.

**** 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 common stock purchase warrants to purchase an aggregate of 6,000 shares of common stock (the "Series A Warrants"), and Series B common stock purchase 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 2024*Offering, after deducting the underwriting discount and commissions and offering expenses paid by the Company.

**** 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 2024*Offering were approximately $3,932 after deducting placement agent fees and offering expenses paid by the Company.

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. During thethree* months ended* March 31, 2025*, the Company didnot sell any shares under the ATM Agreement. During thethree months ended* March 31, 2024*, the Company sold 30 shares of common stock under the ATM Agreement at an average price of $1.45 per share, for aggregate proceeds of $39, net of commission and issuance costs. As of* March 31, 2025*, the Company had $4,134 available for future offerings under the prospectus filed with respect to the ATM Agreement.

Warrants

Warrants outstanding as of* March 31, 2025* and* December 31, 2024* were as follows:

SourceExercise PriceRemaining term (Years)December 31, 2024IssuedExpiredExercisedMarch 31, 2025
Inducement Warrant$0.424*—10,500——10,500
Pre-Funded Warrant$0.001**2,565——(2,565)—
Series A Warrants$1.004.46,000——(4,900)1,100
Series B Warrants$1.000.46,000——(4,900)1,100
2021 Warrants$12.810.9273———273
June 2020 Investor Warrants$5.180.7127———127
June 2020 Placement Agent Warrants$5.640.239———39
December 2019 Warrants$8.100.2556———556
15,56010,500—(12,365)13,695

() The Inducement Warrant will become exercisable upon the Stockholder Approval Date and maybe exercised following such date through thefive*-year anniversary of the Stockholder Approval Date.

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

12,365 warrants were exercised during thethree months ended* March 31, 2025*, compared tono warrants exercised during the same period of2024. The weighted average exercise price of the warrants outstanding as of* March 31, 2025* was$1.13.

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** March 2025Inducement Warrant

In* March 2025,the Company issued the Inducement Warrant to purchase up to an aggregate of 10,500,000 shares of common stock at an exercise price of $0.4239 per share. The Inducement Warrant will become exercisable upon the Stockholder Approval Date and may*be exercised following such date through thefive-year anniversary of the Stockholder Approval Date.

The Inducement Warrant* 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 Inducement Warrant. However, a holder willnot be entitled to exercise any portion of the Inducement Warrant 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 Inducement Warrant, the holder will be entitled to receive, upon exercise of the Inducement Warrant, 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 the Inducement Warrant. In addition, upon a Fundamental Transaction, subject to certain limitations and exceptions, the holder of the Inducement Warrant* mayput the Inducement Warrant back to the Company for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Inducement 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 Inducement Warrant wouldnot be able to put the Inducement Warrant back to the Company for cash.

The Inducement Warrant is classified as a component of stockholders’ equity within additional paid-in capital and was recorded at the* March 2025Inducement Warrant issuance date. The Inducement Warrant is equity classified because it (i) is a freestanding financial instrument that is legally detachable and separately exercisable from the equity instruments, (ii) is immediately exercisable upon stockholder approval, (iii) doesnot* embody an obligation for the Company to repurchase its shares, (iv) permits the holders to receive a fixed number of shares of common stock upon exercise, (v) is indexed to the Company’s common stock, and (vi) meets the equity classification criteria. In addition, the Inducement Warrant doesnot provide any guarantee of value or return.

** 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 common stock of $1.00, less the per share exercise price. The Pre-Funded Warrant was fully exercised as of March 31, 2025.*

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 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 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 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:

March 31, 2025December 31, 2024
Current share price$0.40$0.61
Conversion price$12.81$12.81
Risk-free interest rate4.08%3.94%
Expected term (years)0.861.11
Volatility of stock88.2%106.7%

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** 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.

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:

March 31, 2025December 31, 2024
Current share price$0.40$0.61
Conversion price$5.18$5.18
Risk-free interest rate4.15%4.03%
Expected term (years)0.690.94
Volatility of stock92.6%89.7%

** 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:

March 31, 2025December 31, 2024
Current share price$0.40$0.61
Conversion price$5.64$5.64
Risk-free interest rate4.34%4.47%
Expected term (years)0.190.44
Volatility of stock80.8%89.7%

** 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 2019Warrants. 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.

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:

March 31, 2025December 31, 2024
Current share price$0.40$0.61
Conversion price$8.10$8.10
Risk-free interest rate4.33%4.43%
Expected term (years)0.220.46
Volatility of stock81.9%89.3%

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* March 31, 2025*, the total number of shares authorized for grant under the Restated2014 Plan was 4,724, of which 695 were available for future grants.

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.

RSU activity for thethree months ended* March 31, 2025* is summarized below:

Weighted-
Number ofAverage Grant
SharesDate Fair Value
Unvested as of December 31, 20241,025$1.22
Granted——
Vested(189)1.55
Forfeited——
Unvested as of March 31, 2025836$1.14

The total grant-date fair value of RSUs that vested during thethree months ended* March 31, 2025* was $119. As of* March 31, 2025*, $499 of total unrecognized compensation expense related to unvested RSUs was expected to be recognized over a weighted average periodof 1.25 years.

There wasno PSU activity for thethree months ended* March 31, 2025*.

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Stock Options

Stock options activity for thethree months ended* March 31, 2025*, is summarized below:

Weighted-
Average
Weighted- · Remaining · Aggregate
StockAverageContractualIntrinsic
AwardsExercise PriceLife (Years)Value
Balance as of December 31, 2024183$31.53
Options cancelled(2)145.95
Balance as of March 31, 2025181$30.143.38$—
Vested and expected to vest as of March 31, 2025181$30.143.38$—
Exercisable as of March 31, 2025181$30.153.38$—

No stock options were exercised during thethree months ended* March 31, 2025and2024*.

Asno stock options were granted during thethree months ended* March 31, 2025and2024*, there wasno related weighted-average grant-date fair value. The total grant-date fair value of stock options vested during thethree months ended* March 31, 2025and2024* was $0.

As of* March 31, 2025*, total unrecognized compensation cost related to unvested stock options was $0.

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:

Three Months Ended March 31,
20252024
Sales and marketing$21$52
Research and development1991
General and administrative210233
$250$376

401(k) Plan Share Match

During thethree months ended* March 31, 2025* and2024, the Company issued 556 and 163 shares of common stock with a fair value of$236 and $237, respectively, to eligible employees’ deferral accounts for the Ekso Bionics401(k) plan (the*"401*(k) Plan") matching contribution representing 50% of each eligible employee’s elected deferral (up to the statutory limit) for the years ended* December 31, 2024* and2023.

The (income) expense, net for the401(k) Plan share matching was $(25) and $29 for thethree months ended* March 31, 2025and2024*, respectively.

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13. Income Taxes

There wereno material changes to the unrecognized tax benefits in thethree months ended* March 31, 2025*, and the Company doesnot expect significant changes to unrecognized tax benefits through the end of the fiscal year ending* December 31, 2025.*

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 was required to pay 3.75% of net sales for licensed patent products and the minimum annual royalty was $75 due on or before* July 31, 2028and $100 per year thereafter. As disclosed in Note8.* Goodwill and Intangible Assets – Intangible Assets, on* April 16, 2025,*the Company executed a Termination Agreement with Vanderbilt of the License Agreement.

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 $717 as of* March 31, 2025*, which are expected to be paid withinone year, and $1,263 as of* December 31, 2024*. 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 $995 payable over the lease terms of the San Rafael Lease, the Ohio Lease, the Hamburg Lease, and the Ratingen 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 common share:

Three Months Ended
March 31,
20252024
Numerator:
Net loss applicable to common stockholders$(2,891)$(3,429)
Adjustment for deemed dividend (*)$(226)$—
Adjusted net loss used for basic and diluted calculation$(3,117)$(3,429)
Denominator:
Weighted-average number of common shares, basic and diluted25,39317,419
Net loss per common share:
Basic and diluted$(0.12)$(0.20)

(*) Deemed dividend represents the Company's incremental fair value of the Inducement Warrant over the gross proceeds received, which reduces income available to common stockholders used for the basic and diluted net loss per common share calculation. Refer to Note 11.Capitalization and Equity Structure – Warrants for additional information regarding the Inducement Warrant.

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:

Three Months Ended
March 31,
20252024
Options to purchase common stock181197
Restricted stock units8361,133
Warrants for common stock13,6961,240
Shares held in abeyance6,984—
Total common stock equivalents21,6972,570

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 on revaluation of warrant liabilities, loss on modification of warrant, unrealized gain (loss) 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 Note6. Revenue.

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**17. ** Related Party Transactions

There wereno related party transactions during thethree months ended* March 31, 2025*.

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 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.*

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