EKSO BIONICS HOLDINGS, INC.
For the period ended Sep 30, 2025. Filed Oct 28, 2025.
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Sep 30, 2025 · Filed Oct 28, 2025
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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.
All common stock share and per share amounts have been adjusted to reflect theone-for-fifteen reverse stock split effected on* June 2, 2025.See Note11.* Capitalization and Equity Structure – Reverse Stock Split for additional information.
Liquidity and Going Concern
As of* September 30, 2025*, the Company had an accumulated deficit of $257,722. The Company has incurred significant operating losses and negative cash flows from operations since inception. During thenine months ended* September 30, 2025*, the Company used $7,470 of cash in its operations. Cash on hand as of* September 30, 2025* was $2,722.
As described in Note9. Notes Payable, net – BoC Term Loan, borrowings under the Company’s secured term loan agreement with Banc of California had a liquidity covenant requiring minimum cash on hand equivalent to the current outstanding principal balance. On* September 12, 2025,the Company paid off the entire amount of $2,000 of the Company's secured term loan agreement to Banc of California using the Company's $2,000 of restricted cash. As of September 30, 2025*, no cash remains as restricted and the liquidity covenants under such loan agreement wereno longer in effect.
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 in the near term in order to meet our cash requirements for the next12 months. 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. As part of the financing strategy, management is simultaneously pursuing strategic partnerships, delaying or abandoning certain product development projects, cost reduction efforts for our products, and refocusing 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 cash will fund its operations into thefirst quarter of2026.
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 andnine months ended* September 30, 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 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 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* September 30, 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 hadone customer with an accounts receivable balance totaling10% or more of the Company’s total accounts receivable as of* September 30, 2025* (29%), as compared withtwo customers as of* December 31, 2024* (17% and 17%).
During thethree months ended* September 30, 2025*, the Company hadone customer with sales of10% or more of the Company’s total revenue (41%), as compared withone customer in thethree months ended* September 30, 2024* (26%).
During thenine months ended* September 30, 2025*, the Company hadtwo customers with sales of10% or more of the Company’s total revenue (18% and 11%), as compared withone customer in thenine months ended* September 30, 2024* (15%).
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 andnine months ended* September 30, 2025* and2024. The Company's accounts receivable balances, net of allowances, as of* September 30, 2025*,* December 31, 2024*, and* December 31, 2023*were $6,048, $7,238, and $5,645, respectively.
Employee Retention Credit
On* March 27, 2020,in response to the COVID-19 pandemic, the U.S. Congress enacted the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”). The CARES Act, along with other subsequent federal acts that extended the aid, allowed eligible employers to claim employee retention credits (“ERC”) for qualified wages paid after March 12, 2020and before January 1, 2022.We qualified for credits under the provisions of the CARES Act for the entire period subsequent to January 1, 2021,through June 30, 2021.The Company elected to account for the ERC as a government grant. As there isno* authoritative guidance under U.S. GAAP on accounting for grants to for-profit business entities from government entities, the Company accounts for government assistance by analogy to International Accounting Standards Topic20, Accounting for Government Grants and Disclosure of Government Assistance(“IAS20"). Under IAS20, government grants are recognized when there is reasonable assurance that the grant will be received and that all conditions related to the grant will be met.
We received ERCs of $523 in* August 2025,of which $454 was recorded as an offset to the related employee payroll expenses as a component of operating expenses, under the captions "Sales and marketing," "Research and development," and "General and administrative," and $69 was recorded under the caption "Interest income (expense), net" in the condensed consolidated statement of operations and comprehensive loss for thethree* andnine months ended* September 30, 2025.These credits, due to the uncertainty of eventual receipt following claims made, werenot* recognized until receipt. There can beno assurance that the Company's ERCs received* may**not* be examined by the Internal Revenue Service, and if examined, possibly challenged as to a portion or all of the benefit received, which if required to be returned, would have an adverse impact on the Company's liquidity.
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 will be adopting ASU2023*-09 for the year ending* December 31, 2025,*and is currently evaluating the impact of this pronouncement on its related consolidated disclosures in its financial statements.
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 and doesnot* expect to early adopt.
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3. Accumulated Other Comprehensive (Loss) Income
The Company's accumulated other comprehensive (loss) income consists of the accumulated net unrealized gains or losses on foreign currency translation adjustments.
The change in accumulated other comprehensive (loss) income presented on the condensed consolidated balance sheets for thethree months ended* September 30, 2025* and2024 is reflected in the table below net of tax:
| Three Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at beginning of period | $(683) | $539 |
| Net unrealized loss on foreign currency translation | (17) | (527) |
| Balance at end of period | $(700) | $12 |
The change in accumulated other comprehensive (loss) income presented on the condensed consolidated balance sheets for thenine months ended* September 30, 2025and2024* is reflected in the table below net of tax:
| Nine Months Ended September 30, | ||
|---|---|---|
| 2025 | 2024 | |
| Balance at beginning of period | $957 | $156 |
| Net unrealized loss on foreign currency translation | (1,657) | (144) |
| Balance at end of period | $(700) | $12 |
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. |
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| • | 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. |
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| • | 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. |
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The Company’s fair value hierarchies for its financial assets and liabilities, which require fair value measurement on a recurring basis are as follows:
| Total | Level 1 | Level 2 | Level 3 | |
|---|---|---|---|---|
| Liabilities | ||||
| Warrant liabilities | $— | $— | $— | $— |
| Liabilities | ||||
| Warrant liabilities | $1 | $— | $— | $1 |
The following table sets forth a summary of the changes in the fair value of the Company’s Level3 financial liabilities for thenine months ended* September 30, 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 September 30, 2025 | $— |
Refer to* Note11.** Capitalization and Equity Structure – Warrants* for additional information regarding the valuation of warrants.
5. Inventories
Inventories as of* September 30, 2025* and* December 31, 2024* consisted of the following:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Raw materials | $3,756 | $3,551 |
| Work in progress | 324 | 177 |
| Finished goods | 943 | 843 |
| Inventories | $5,023 | $4,571 |
6. Revenue
The Company’s revenue is primarily generated through the sale of the EksoNR, Ekso Indego Therapy, and Ekso Indego Personal devices, along with the sale of support, maintenance, and subscription 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:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Deferred extended maintenance and support | $3,119 | 3,669 |
| Deferred device and advances | 212 | 207 |
| Total deferred revenues | 3,331 | 3,876 |
| Less: current portion | (1,700) | (1,956) |
| Deferred revenues, non-current | $1,631 | $1,920 |
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Deferred revenue transactions consisted of the following for thenine months ended* September 30, 2025*:
| Balance as of December 31, 2024 | $3,876 |
|---|---|
| Deferral of revenue | 1,400 |
| Recognition of deferred revenue | (1,945) |
| Balance as of September 30, 2025 | $3,331 |
The Company expects to recognize approximately $655 of the deferred revenue during the remainder of 2025, $1,324 in 2026, and $1,352 thereafter.
In addition to deferred revenue, the Company has a non-cancellable backlog of $3,466 expected to be recognized across2025 and2026, which includes customer orders received butnot fulfilled and other ancillary products and services of $3,281, and contracts for subscription units of $185.
Disaggregation of Revenue
The following table disaggregates the Company’s revenue by major source for thethree months ended* September 30, 2025*:
| Total | |
|---|---|
| Device revenue | $3,241 |
| Service and support | 841 |
| Subscriptions | 83 |
| Parts and other | 62 |
| $4,227 |
The following table disaggregates the Company’s revenue by major source for thethree months ended* September 30, 2024*:
| Total | |
|---|---|
| Device revenue | $3,120 |
| Service and support | 691 |
| Subscriptions | 123 |
| Parts and other | 195 |
| $4,129 |
The following table disaggregates the Company’s revenue by major source for thenine months ended* September 30, 2025*:
| Total | |
|---|---|
| Device revenue | $6,900 |
| Service and support | 2,261 |
| Subscriptions | 269 |
| Parts and other | 229 |
| $9,659 |
The following table disaggregates the Company’s revenue by major source for thenine months ended* September 30, 2024*:
| Total | |
|---|---|
| Device revenue | $9,688 |
| Service and support | 2,292 |
| Subscriptions | 413 |
| Parts and other | 442 |
| $12,835 |
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The Company operates in the following regions: (1) Americas, (2) Europe, the Middle East, and Africa ("EMEA"), and (3) Asia Pacific ("APAC"). Individual countries with revenue greater than10% of total revenue for thethree andnine months ended* September 30, 2025and2024* are disclosed separately from the regional totals. Geographic information for revenue based on location of customers is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Americas | ||||
| United States | $3,161 | $1,877 | $5,968 | $6,763 |
| Remaining countries combined | 22 | 18 | 54 | 380 |
| Americas revenue | 3,183 | 1,895 | 6,022 | 7,143 |
| EMEA | ||||
| France | 363 | 1,067 | 1,149 | 1,935 |
| Remaining countries combined | 428 | 650 | 1,704 | 2,128 |
| EMEA revenue | 791 | 1,717 | 2,853 | 4,063 |
| APAC | ||||
| Countries combined | 253 | 517 | 784 | 1,629 |
| APAC revenue | 253 | 517 | 784 | 1,629 |
| Total Revenue | $4,227 | $4,129 | $9,659 | $12,835 |
7. Accrued Liabilities
Accrued liabilities as of* September 30, 2025* and* December 31, 2024* consisted of the following:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Salaries, benefits and related expenses | $1,155 | $1,684 |
| Device warranty | 531 | 474 |
| Other | 244 | 194 |
| Total | $1,930 | $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 andnine months ended* September 30, 2025* is as follows:
| Three Months Ended | Nine Months Ended | |
|---|---|---|
| September 30, 2025 | September 30, 2025 | |
| Balance as of beginning of period | $628 | $655 |
| Additions for estimated future expense | 179 | 478 |
| Incurred costs | (171) | (497) |
| Balance as of September 30, 2025 | $636 | $636 |
| Current portion | $531 |
|---|---|
| Long-term portion | 105 |
| Total | $636 |
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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 andnine months ended* September 30, 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* September 30, 2025* and* December 31, 2024*:
| Gross Carrying Amount | Accumulated Amortization | Impairment | Net Carrying Amount | |
|---|---|---|---|---|
| Developed technology | $2,310 | $(816) | $— | $1,494 |
| Trade name | 2,310 | N/A | — | 2,310 |
| Intellectual property | 460 | (23) | (180) | 257 |
| Customer relationships | 140 | (49) | — | 91 |
| Total intangible assets | $5,220 | $(888) | $(180) | $4,152 |
| Gross Carrying Amount | Accumulated Amortization | Impairment | Net Carrying Amount | |
|---|---|---|---|---|
| Developed technology | $2,310 | $(598) | $— | $1,712 |
| Trade name | 2,310 | N/A | — | 2,310 |
| Intellectual property | 460 | (6) | — | 454 |
| Customer relationships | 140 | (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 as of* March31,* 2025. 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 in the period, and reduced 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 for thenine months ended* September30,* 2025. The Company determinedno impairment existed for its other intangible assets for thethree andnine months ended* September 30, 2025* and2024.
The estimated future amortization expenses related to definite-lived intangible assets as of* September 30, 2025* were as follows:
| Fiscal Year | Amount |
|---|---|
| 2025 - remainder | $82 |
| 2026 | 330 |
| 2027 | 330 |
| 2028 | 330 |
| 2029 | 330 |
| 2030 and thereafter | 440 |
| Total | $1,842 |
Amortization expense related to the acquired definite-lived intangible assets was $82 and $77 for thethree months ended* September 30, 2025* and2024, respectively, and was included as a component of cost of revenue ($78 and $73, respectively) and operating expenses ($4 and $4, respectively) in the condensed consolidated statement of operations and comprehensive loss.
Amortization expense related to the acquired definite-lived intangible assets was $247 and $230 for thenine months ended* September 30, 2025* and2024, respectively, and was included as a component of cost of revenue ($234 and $217, respectively) and operating expenses ($13 and $13, respectively) in the condensed consolidated statement of operations and comprehensive loss.
9. Notes Payable, net
B. Riley Promissory Note
On* September**12,* 2025, the Company entered into a Secured Promissory Note and Security Agreement (the “B. Riley Promissory Note”) with B. Riley Commercial Capital, LLC ("B. Riley") as lender. The B. Riley Promissory Note provides for a secured term loan in an aggregate principal amount of up to $2,000. The Company is using the net proceeds from the B. Riley Promissory Note for working capital for operations and other general corporate purposes. The loan matures on the earlier of the receipt of at least $2,400 in net proceeds from the sale of the equity interests of the Company from new equity investors (a “Qualified Financing”) or* September 14, 2026 (the “Maturity Date”). Borrowings under the B. Riley Promissory Note bear interest at the rate of 10% per annum, which shall be payable in full on the Maturity Date. On the Maturity Date, the Company shall pay to B. Riley an exit fee in the amount of 10% of the original principal amount of the loan, which shall in the aggregate be $200 (the “Exit Fee”). The Company mayprepay the obligations under the B. Riley Promissory Note at any time in whole or in part. In connection with such prepayment, the Company must pay all accrued but unpaid interest on such portion of the principal prepaid, all interest that would have accrued through the Maturity Date on such principal amount prepaid and the portion of the Exit Fee applicable to such principal amount prepaid. B. Riley may*elect to convert the obligations under the B. Riley Promissory Note, including the principal, interest, and Exit Fee, into equity securities of the Company in connection with a Qualified Financing at the purchase price per share paid by the lead investor thereunder.
The obligations under the B. Riley Promissory Note are required to be guaranteed by Ekso Bionics, Inc., a Delaware corporation and subsidiary of the Company (the "Subsidiary"), and secured by substantially all of the personal property of the Company and the Subsidiary. The B. Riley Promissory Note also contains customary affirmative and negative covenants, including negative covenants limiting the ability of the Company and the Subsidiary to, among other things, incur debt, grant liens, dispose of assets, and make certain restricted payments, in each case, subject to limitations and exceptions set forth in the B. Riley Promissory Note. As of* September 30, 2025*, the Company was compliant with all covenants.
The B. Riley Promissory Note contains various customary events of default that include, among others, non-payment of principal, interest or fees, breach of covenants, inaccuracy of representations and warranties, cross defaults to certain other indebtedness, cross default to contractual obligations, occurrence of a material adverse effect, bankruptcy and insolvency events, material judgments, and events constituting a change of control, subject to thresholds and cure periods as set forth in the B. Riley Promissory Note. Upon the occurrence and during the continuance of an event of default, B. Riley* mayaccelerate the Company’s obligations under the B. Riley Promissory Note (including the Exit Fee and all interest that would have been due on the Maturity Date) and may*exercise certain other rights and remedies provided for under the B. Riley Promissory Note, the other loan documents and applicable law. Under certain circumstances, a default interest rate will apply on all obligations during the existence of an event of default under the B. Riley Promissory Note at a per annum rate equal to 5% above the otherwise applicable interest rate.
The Company recorded the B. Riley Promissory Note of $2,000 in its condensed consolidated balance sheets under the caption Convertible promissory note, net.
The Company recognized $76 in debt issuance costs, which were recorded as a discount to the Convertible promissory note.
The following table presents the principal amount, debt discount, and carrying value of the Company's B. Riley Promissory Note as of* September 30, 2025*, which were classified as current:
| Principal | $2,000 |
|---|---|
| Less: unamortized debt discount | (63) |
| Net carrying amount | 1,937 |
The effective interest rate for the period from the date of issuance through* September 30, 2025* was 23.5%. The debt issuance costs are amortized to interest expense using the effective interest method over the life of the loan. Since the Exit Fee is mandatory, it was included in the cash flows used to apply the effective interest method and will result in an additional liability of $200 upon loan repayment. The following table sets forth the total interest expense recognized for thethree months ended* September 30, 2025*:
| Three Months Ended | |
|---|---|
| Contractual interest expense | $10 |
| Accretion of debt discount and Exit Fee | 13 |
| Total interest expense | $23 |
As of* September 30, 2025,*the B. Riley Promissory Note had accrued interest of $10.
The Company evaluated the B. Riley Promissory Note and determined that certain redemption features met the definition of an embedded derivative liability that are required to be bifurcated from the host instrument. However, since the conversion option didnot include a discount on the price per share or have a fixed conversion price, and the full interest and Exit Fee are guaranteed regardless of the timing of the event, the fair value of the compound embedded derivative was determined to haveno value. Therefore,no derivative liability was recorded.
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.
On* September 12, 2025,in connection with the entry into the B. Riley Promissory Note, the Company paid off all obligations under and terminated the BoC Loan Agreement. The BoC Loan Agreement contained a liquidity covenant, which required 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. It also contained a primary depository covenant, which restricted the Company from having more than $1,000 held in subsidiary bank accounts outside of the United States. As of September 12, 2025,*these covenants were terminated.
The debt issuance costs and debt discounts combined with the stated interest resulted in an effective interest rate of 6.28% and 8.67% for thethree months ended* September 30, 2025* and2024, respectively, and 7.21% and 8.71% for thenine months ended* September 30, 2025* and2024, respectively. The debt issuance costs and debt discounts were amortized to interest expense using the effective interest method over the life of the loan. Interest expense for the BoC Term Loan totaled $31 and $44 for thethree months ended* September 30, 2025* and2024, respectively, and $108 and $130 for thenine months ended* September 30, 2025* and2024, respectively.
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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 "Parker Hannifin Promissory Note") to Parker. The Parker Hannifin Promissory Note, which is subordinate to the B. Riley Promissory Note, 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 Parker Hannifin 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 Parker Hannifin 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 Parker Hannifin 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 Parker Hannifin Promissory Note. The amortization of debt discounts resulted in an effective interest rate of 6.75% and 7.00% for thethree months ended* September 30, 2025* and2024, respectively, and 7.49% and 7.52% for thenine months ended* September 30, 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 Parker Hannifin Promissory Note was $45 and $66 for thethree months ended* September 30, 2025* and2024, respectively, and $150 and $210 for thenine months ended* September 30, 2025* and2024, respectively.
The following table presents scheduled principal payments of the Company's Parker Hannifin Promissory Note as of* September 30, 2025*:
| Period | Amount |
|---|---|
| 2025 - remainder | $313 |
| 2026 | 1,250 |
| 2027 | 937 |
| Total principal payments | 2,500 |
| Less debt discount | (180) |
| Notes payable, net | $2,320 |
| Current portion | 1,250 |
| Long-term portion | 1,070 |
| Notes payable, net | $2,320 |
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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.
In* March 2025,the Company entered into an operating lease agreement for its new distribution and service facility in Ratingen, Germany (the "Ratingen Lease"), which commenced in May 2025and expires in April 2030.In May 2025,*the Company moved its administrative office from Hamburg, Germany, which serves EMEA, to this new facility.
The Ratingen Lease constitutes a lease under ASC842, and the Company estimates the lease term as* May 2025through April* 2030. Fixed lease payments for identified lease components over the identified term were discounted at the Company's estimated incremental borrowing rate and are reflected in the condensed consolidated balance sheets under the captions Lease liabilities, current and Lease liabilities, and the corresponding right of use asset is reflected in the condensed consolidated balance sheets under the caption Right-of-use assets. Non-lease components, such as common area maintenance costs, are excluded from the lease liability calculation and expensed as incurred. The Company records a straight-line monthly rent expense for this lease equal to the sum of all fixed lease payments divided by the number of months in the lease term.
The Company's operating lease agreement for the former office in Hamburg, Germany (the "Hamburg Lease") commenced in* May**2022* and expired in* June 2025.*
The Hamburg Lease constituted a lease under ASC842, and the Company estimated 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, were excluded from the lease liability calculation and expensed as incurred. The Company recorded 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 future lease payments as of* September 30, 2025*, which are presented as Lease liabilities, current and Lease liabilities on the Company’s condensed consolidated balance sheets are as follows:
| Periods | Operating Leases |
|---|---|
| 2025 - remainder | $124 |
| 2026 | 467 |
| 2027 | 78 |
| 2028 | 37 |
| 2029 | 37 |
| 2030 | 11 |
| Total lease payments | 754 |
| Less: imputed interest | (56) |
| Present value of lease liabilities | $698 |
| Weighted-average remaining lease term (in years) | 1.92 |
| Weighted-average discount rate | 8.3% |
Lease expense under the Company’s operating leases was $149 and $161 for thethree months ended* September 30, 2025and2024*, respectively, and $466 and $432 for thenine months ended* September 30, 2025and2024*, respectively.
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11. Capitalization and Equity Structure
Reverse Stock Split
Before the opening of the stock market on* June**2,* 2025, the Company effected a1-for-15 reverse split of its common stock (the "Reverse Stock Split"). As a result, all common stock share amounts included in this filing have been retroactively reduced by a factor of fifteen, rounded up to the nearest whole share, and all common stock per share amounts have been increased by a factor of fifteen, with the exception of the Company's common stock par value and the Company's authorized shares. Amounts affected include common stock outstanding, restricted stock units, common stock underlying stock options, and warrants.
As previously disclosed, on* December 12, 2024,the Company received a written notice from the Nasdaq Listing Qualifications staff of the Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that because the minimum bid price for the Company’s common stock listed on the Nasdaq Capital Market was below$1.00* per share over the previous30 consecutive business days, the Company didnot meet the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule5550(a)(2) (the "Minimum Bid Price Requirement"). The Reverse Stock Split was effected in order to raise the per share trading price of the Company's common stock above*$1.00* and regain compliance with the Minimum Bid Price Requirement. On* June**13,* 2025, the Company regained compliance with the Minimum Bid Price Requirement.
Summary
The Company’s authorized capital stock as of* September 30, 2025* and* December 31, 2024* consisted of 141,429 shares of common stock and 10,000 shares of preferred stock. The authorized capital wasnot reduced in connection with the Reverse Stock Split. As of* September 30, 2025* and* December 31, 2024*, there were 2,623 and 1,480 shares of common stock issued and outstanding, respectively, andno shares of preferred stock issued and outstanding.
**** March 2025Inducement Warrant Transaction**
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 653 shares (the “Existing Investor Warrant Shares”) of common stock at a reduced exercise price of $6.36 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 700 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 became exercisable on May 16, 2025,the date the Company received approval from 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 May 16, 2030,at an exercise price of $6.36 per share. The Company received net proceeds of approximately $3,853 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"),207 shares of common stock, a pre-funded warrant to purchase 193 shares of common stock (the "Pre-Funded Warrant"), Series A common stock purchase warrants to purchase an aggregate of 400 shares of common stock (the "Series A Warrants"), and Series B common stock purchase warrants to purchase an aggregate of 400 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 198 shares of the Company’s common stock in a registered direct offering (the “January 2024Offering”) at an offering price of $23.25 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* September 30, 2025*, the Company sold 7 shares of common stock under the ATM Agreement at an average price of $3.73 per share, for gross proceeds of $24, net of commission. The Company wrote off issuance costs of $72 related to the ATM Agreement during thethree months ended* September 30, 2025.During thenine* months ended* September 30, 2025*, the Company sold 238 shares of common stock under the ATM Agreement at an average price of $4.34 per share, for aggregate proceeds of $867, net of commission and issuance costs. The Company didnot sell any shares under the ATM Agreement during thethree months ended* September 30, 2024*. During thenine months ended* September 30, 2024*, the Company sold 7 shares of common stock under the ATM Agreement at an average price of $21.41 per share, for aggregate proceeds of $85, net of commission and issuance costs. As of* September 30, 2025*, the Company had $3,100 available for future offerings under the prospectus filed with respect to the ATM Agreement.
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Warrants
Warrants outstanding as of* September 30, 2025* and* December 31, 2024* were as follows:
| Source | Exercise Price | Remaining term (Years) | December 31, 2024 | Issued | Expired | Exercised | September 30, 2025 |
|---|---|---|---|---|---|---|---|
| Inducement Warrant * | $6.36 | 4.5 | — | 700 | — | — | 700 |
| Pre-Funded Warrant | $— | ** | 171 | — | — | (171) | — |
| Series A Warrants | $15.00 | 3.9 | 400 | — | — | (327) | 73 |
| Series B Warrants | $15.00 | 0 | 400 | — | (73) | (327) | — |
| 2021 Warrants | $192.19 | 0.4 | 18 | — | — | — | 18 |
| June 2020 Investor Warrants | $77.70 | 0.2 | 9 | — | — | — | 9 |
| June 2020 Placement Agent Warrants | $84.65 | — | 3 | — | (3) | — | — |
| December 2019 Warrants | $121.50 | — | 37 | — | (37) | — | — |
| 1,038 | 700 | (113) | (825) | 800 | |||
() The Inducement Warrant became exercisable upon the Stockholder Approval Date and maybe exercised following such date through May 16, 2030.*
(**) The Pre-Funded Warrant exercise term doesnot expire.
No warrants were exercised during thethree months ended* September 30, 2025*, compared to 22 warrants exercised during the same period of2024, and 825 warrants were exercised during thenine months ended* September 30, 2025*, compared to 22 warrants exercised during the same period of2024. The weighted average exercise price of the warrants outstanding as of* September 30, 2025* was $12.14.
** March 2025Inducement Warrant
In* March 2025,the Company issued the Inducement Warrant to purchase up to an aggregate of 700 shares of common stock at an exercise price of $6.36 per share. The Inducement Warrant became exercisable upon the Stockholder Approval Date and maybe exercised following such date through May 16, 2030.*
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.
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** September 2024Warrants
In* September 2024,the Company issued the Pre-Funded Warrant to purchase 193 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 $15.00, 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 400 shares of the Company’s common stock at an exercise price of $15.00 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 were exercisable for an aggregate of up to 400 shares of the Company’s common stock at an exercise price of $15.00 per share. The Series B Warrants were exercisable immediately and expired on September 3, 2025.*
The Series A 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 Series A Warrant. However, a holder willnot be entitled to exercise any portion of the Series A 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.
In the event the Company enters into a Fundamental Transaction, as defined in the applicable Series A Warrant, the holders of the Series A 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 the Series A Warrant. 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 Series A Warrants are, and the Series B Warrants were, classified as a component of stockholders’ equity within additional paid-in capital and were recorded at the* September 2024Public Offering issuance date. The Series A Warrants are, and the Series B Warrants were, equity classified because they (i) are freestanding financial instruments that were 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 Series A Warrants donot provide any guarantee of value or return.
2021 Warrants
In* February 2021,the Company issued warrants (the"2021* Warrants"), exercisable for up to 18 shares of the Company’s common stock at an exercise price of $192.19 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:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current share price | $5.13 | $9.15 |
| Conversion price | $192.19 | $192.19 |
| Risk-free interest rate | 3.93% | 3.94% |
| Expected term (years) | 0.36 | 1.11 |
| Volatility of stock | 97.5% | 106.7% |
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** June 2020Investor Warrants
In* June 2020,the Company issued warrants (the "June 2020Investor Warrants"), exercisable for up to 58 shares of the Company’s common stock at an exercise price of $77.70 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:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current share price | $5.13 | $9.15 |
| Conversion price | $77.70 | $77.70 |
| Risk-free interest rate | 4.08% | 4.03% |
| Expected term (years) | 0.19 | 0.94 |
| Volatility of stock | 99.5% | 89.7% |
** June 2020Placement Agent Warrants
In* June 2020,the Company issued warrants (the "June 2020Placement Agent Warrants"), exercisable for up to 8 shares of the Company’s common stock, to the placement agent for such offering. The June 2020Placement Agent Warrants had substantially the same form as the June 2020Investor Warrants, including the put option described above, except that they had an exercise price per share equal to $84.65, subject to adjustment in certain circumstances, and expired on June 7, 2025.*
The warrant liability related to the* June 2020Placement 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* June 2020*Placement Agent Warrants:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current share price | N/A | $9.15 |
| Conversion price | N/A | $84.65 |
| Risk-free interest rate | N/A | 4.47% |
| Expected term (years) | — | 0.44 |
| Volatility of stock | N/A | 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 37 shares of common stock. The December 2019Warrants had an exercise price of $121.50 per share and expired on June 21, 2025.*
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The warrant liability related to the* December 2019Warrants 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*Warrants:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Current share price | N/A | $9.15 |
| Conversion price | N/A | $121.50 |
| Risk-free interest rate | N/A | 4.43% |
| Expected term (years) | — | 0.46 |
| Volatility of stock | N/A | 89.3% |
12. Stock-based Compensation
Shares available for grant
On* May 16, 2025,the Company held its2025* Annual Meeting of Stockholders (the "Annual Meeting") and ratified an amendment to the Company's Amended and Restated2014 Equity Incentive Plan (the*"2014* Plan") to increase the total number of shares of common stock authorized for issuance by 153 shares. As of* September 30, 2025*, the total number of shares authorized for grant under the2014 Plan was 468, of which 115 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 thenine months ended* September 30, 2025* is summarized below:
| Weighted- | ||
|---|---|---|
| Number of | Average Grant | |
| Shares | Date Fair Value | |
| Unvested as of December 31, 2024 | 68 | $18.27 |
| Granted | 92 | 5.49 |
| Vested | (54) | 15.14 |
| Forfeited | (6) | 9.88 |
| Unvested as of September 30, 2025 | 100 | $8.68 |
As of* September 30, 2025*, $456 of total unrecognized compensation expense related to unvested RSUs was expected to be recognized over a weighted average period of 1.08 years.
There wasno PSU activity for thenine months ended* September 30, 2025*.
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Stock Options
The following table summarizes information about the Company's stock options outstanding as of* September 30, 2025*, and activity for thenine months ended* September 30, 2025*:
| Weighted- | ||||
|---|---|---|---|---|
| Average | ||||
| Weighted- · Remaining · Aggregate | ||||
| Stock | Average | Contractual | Intrinsic | |
| Awards | Exercise Price | Life (Years) | Value | |
| Balance as of December 31, 2024 | 12 | $471.74 | ||
| Options cancelled | (1) | 1,994.92 | ||
| Balance as of September 30, 2025 | 11 | $344.29 | 3.03 | $— |
| Vested and expected to vest as of September 30, 2025 | 11 | $344.29 | 3.02 | $— |
| Exercisable as of September 30, 2025 | 11 | $344.18 | 3.03 | $— |
No stock options were granted or exercised during thethree andnine months ended* September 30, 2025and2024*.
As of* September 30, 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 September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Sales and marketing | $24 | $22 | $57 | $80 |
| Research and development | 20 | 27 | 44 | 198 |
| General and administrative | 190 | 357 | 590 | 788 |
| $234 | $406 | $691 | $1,066 | |
401(k) Plan Share Match
During thenine months ended* September 30, 2025* and2024, the Company issued 37 and 11 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 expense, net for the401(k) Plan share matching was $79 and $177 for thenine months ended* September 30, 2025and2024*, respectively.
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13. Income Taxes
There wereno material changes to the unrecognized tax benefits in thenine months ended* September 30, 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 hasone license agreement 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.
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$534 as of* September 30, 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 $754 payable over the lease terms of the San Rafael Lease, the Ohio 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 · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Numerator: | ||||
| Net loss applicable to common stockholders | $(1,421) | $(2,072) | $(7,021) | $(7,917) |
| Adjustment for deemed dividend (*) | $— | $— | $(226) | $— |
| Adjusted net loss used for basic and diluted calculation | $(1,421) | $(2,072) | $(7,247) | $(7,917) |
| Denominator: | ||||
| Weighted-average number of common shares, basic and diluted | 2,616 | 1,354 | 2,166 | 1,244 |
| Net loss per common share: | ||||
| Basic and diluted | $(0.54) | $(1.53) | $(3.35) | $(6.37) |
() 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 Note11.* 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 · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2025 | 2024 | 2025 | 2024 | |
| Options to purchase common stock | 11 | 12 | 11 | 12 |
| Restricted stock units | 100 | 69 | 100 | 69 |
| Warrants for common stock | 800 | 870 | 800 | 870 |
| Total common stock equivalents | 911 | 951 | 911 | 951 |
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 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 thenine months ended* September 30, 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.*
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.