Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-37854 Ekso Bionics Holdings, Inc. (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Nevada 99-0 ...

Company Performance - Compass Therapeutics, Inc. (CMPX) has gained approximately 17% year-to-date, outperforming the average gain of 1.7% in the Medical group [4] - The Zacks Consensus Estimate for CMPX's full-year earnings has increased by 5.6% over the past 90 days, indicating improving analyst sentiment [4] - CMPX currently holds a Zacks Rank of 2 (Buy), suggesting a favorable outlook for the stock [3] Industry Context - Compass Therapeutics operates within the Medical - Biomedical and Genetics industry, which consists of 447 companies and is currently ranked 82 in the Zacks Industry Rank [6] - The Medical - Biomedical and Genetics industry has seen an average gain of 7.7% year-to-date, indicating that CMPX is performing better than its industry peers [6] - In contrast, another Medical stock, Ekso Bionics (EKSO), which belongs to the Medical - Instruments industry, has returned 14.2% year-to-date, while its industry has declined by 9.8% [5][6]

Agreement and Transactions - APLD Intermediate owns 1,200 shares of Cloud Common Stock, representing all issued and outstanding Equity Interests of Cloud[8] - Contributor will contribute the Contributed Shares to Issuer in exchange for 138,216,820 shares of Issuer Common Stock[8] - The Issuer Board has unanimously approved the Agreement and the Transactions, determining them to be fair and in the best interests of Issuer and its stockholders[8] - The Contribution is intended to qualify as a transaction described in Section 351(a) of the Code for U.S. federal and applicable state income tax purposes[9] - The Issuer plans to complete a PIPE Investment in connection with the Transactions[8] - The Issuer will file an information statement or proxy statement with the SEC regarding the Contribution and other Transactions[9] - The Cloud Board has approved the Agreement and recommended that the sole stockholder of Cloud adopt and approve it[9] - APLD Intermediate, as the sole stockholder of Cloud, has acted by written consent to adopt the Agreement and Transactions[9] - The Agreement includes provisions for obtaining stockholder approval through written consent or a meeting[9] - The parties desire to set forth the terms and conditions applicable to the Contribution and other Transactions in the Agreement[10] Financial Performance - The company reported a total revenue of $150 million for Q3 2023, representing a 20% increase year-over-year[110] - User data showed a growth in active users to 1.2 million, up from 1 million in the previous quarter, indicating a 20% increase[110] - The company provided guidance for Q4 2023, expecting revenue to be between $160 million and $170 million, which would represent a growth of 7% to 13% compared to Q3 2023[110] - New product launches included the Ekso NR and Indego Therapy, which are expected to contribute an additional $10 million in revenue over the next quarter[110] - The company is expanding its market presence in Europe, targeting a 15% market share by the end of 2024[110] - A strategic acquisition of a smaller competitor was completed for $50 million, expected to enhance product offerings and increase market share[110] - Research and development expenses increased by 25% to $30 million, focusing on new technologies and product enhancements[110] - The company reported a gross margin of 60%, consistent with the previous quarter, indicating stable cost management[110] - Operating expenses were $40 million, reflecting a 10% increase due to higher marketing and sales efforts[110] - The company announced a share buyback program of up to $20 million to enhance shareholder value[110] Compliance and Governance - Issuer has filed all required reports and documents with the SEC since January 1, 2024, ensuring compliance with the Securities Act and the Exchange Act[100] - The financial statements of Issuer and its consolidated subsidiaries have been prepared in accordance with GAAP and fairly present the consolidated financial position as of the dates thereof[104] - Issuer has implemented disclosure controls and procedures to ensure material information is known to individuals responsible for SEC filings[101] - There are no outstanding options, warrants, or similar rights to acquire shares of Issuer's common stock, except as disclosed in SEC documents[91] - Issuer has not been subject to any material weaknesses in internal controls over financial reporting that could adversely affect its ability to report financial information[101] - No litigation or investigation is pending or threatened against Issuer or its subsidiaries that could materially affect its operations[106] - Issuer's significant subsidiaries are wholly owned and in good standing in their respective jurisdictions[89] - The execution of the Agreement and other Transaction Documents has been duly authorized by the Issuer Board, making it a valid and binding obligation[95] - The Issuer and its Subsidiaries are not in default of any material indebtedness prior to the execution of the Agreement[107] - The Issuer has complied with all listing and maintenance requirements of Nasdaq and has not received any notifications of non-compliance in the past twelve months[108] Tax and Financial Obligations - The unpaid Taxes of the Issuer and its Subsidiaries have been reflected on the financial statements in accordance with GAAP[110] - There are no pending audits or claims against the Issuer or its Subsidiaries regarding material Tax Returns[111] Employment and Labor - The Issuer has a complete list of employees, including compensation details and employment status, as of the date of the Agreement[118] - The Issuer has not been a party to any collective bargaining agreements and is not currently negotiating with any unions[119] - The Issuer has been in compliance with all applicable labor laws and has not faced any labor disputes in the past twelve months[121] - The Issuer has made timely contributions to all Benefit Plans and has not incurred any material liabilities under Title IV of ERISA[131] - No Benefit Plan provides post-employment medical or life insurance benefits beyond what is required by law[135] - The execution of the Agreement will not trigger any additional payments or benefits to current or former Service Providers[136] - Each Benefit Plan has been operated in compliance with Section 409A of the Code, ensuring no adverse effects on the issuer[138] - All employer and employee contributions to Foreign Benefit Plans have been made or accrued as required by law[139] Environmental Compliance - Issuer and its subsidiaries are in compliance with all Environmental Laws and hold necessary Environmental Permits[140] - No Environmental Claims are pending or threatened against Issuer or its subsidiaries[141] Intellectual Property - Issuer has maintained all Registered Intellectual Property, which is valid and enforceable[154] - Issuer and its subsidiaries own all necessary Intellectual Property for their business operations[157] - No unauthorized disclosure of Issuer's Intellectual Property has occurred, maintaining confidentiality[159] - Issuer is in material compliance with all obligations related to Open-Source Software used in its operations[160] Data Protection and Security - Issuer and its Subsidiaries have not received any written communication from any Governmental Entity alleging non-compliance with Data Protection Requirements in the past twelve months[165] - Issuer and its Subsidiaries have implemented commercially reasonable measures to protect the confidentiality and security of Personal Data and IT Assets, with no material incidents reported[164] Product Compliance - Issuer and its Subsidiaries are in compliance with all applicable laws governing the manufacture and distribution of Products, with no adverse findings from the FDA or comparable entities[168] - There have been no recalls or product liability claims involving Issuer's Products in the last three years, indicating strong product compliance and safety[168] Customer and Supplier Relationships - The ten largest customers and suppliers of Issuer have not changed their business relationships adversely since December 31, 2025, indicating stability in key partnerships[172] Stock and Capital Structure - Issuer's authorized capital stock consists of 141,429,000 shares of common stock and 10,000,000 shares of preferred stock, with 3,563,152 shares of common stock issued and outstanding as of February 13, 2026[90] - As of February 13, 2026, 93,528 shares of common stock are reserved for issuance under equity incentive plans, including 11,116 shares for outstanding options and 82,188 shares for outstanding restricted stock units[90] - Issuer Common Stock is currently compliant with all listing and maintenance requirements and is eligible for electronic transfer through the Depository Trust Company[175] - Issuer has not received any notifications regarding non-compliance with trading market requirements in the past 12 months[175] - Issuer has good, valid, and marketable fee simple ownership of all owned real property, free and clear of all liens[179] - All insurance policies maintained by Issuer are in full force and effect, with timely payment of all premiums and fees[184] - Issuer is eligible to register the resale of the Exchanged Shares on Form S-3 and is not classified as an "ineligible issuer" under the Securities Act[191] - No material authorization or consent is required for the consummation of the transactions contemplated by this Agreement, aside from stockholder approval[187] - Issuer has complied with anti-bribery and anti-money laundering laws in all material respects[178] - There are no outstanding options or rights of first refusal related to the Issuer Owned Real Property[179] - Issuer has taken no actions that would render any insurance policies void or unenforceable[184] - Issuer has exercised reasonable care to determine the status of any "Bad Actor" disqualifications among its covered persons[192] Cloud Capital Structure - Cloud's authorized capital stock consists of 1,200 shares of Common Stock, with 1,200 shares issued and outstanding[197] - There are no outstanding options, warrants, or similar rights related to Cloud's Common Stock[198] - All outstanding shares of Cloud Common Stock are fully paid and non-assessable, issued in compliance with applicable securities laws[199] - Cloud will own 100% of the outstanding equity securities of its subsidiaries after the Cloud Pre-Closing Restructuring[196] - Cloud's subsidiaries are duly organized and in good standing in their respective jurisdictions[196] - There are no outstanding contractual obligations restricting the transfer of Cloud's capital stock[199] - Cloud does not have any stock appreciation rights or similar plans[198] - No person has any right of first refusal or similar rights regarding the transactions contemplated by the Transaction Documents[198] - All shares of capital stock of Cloud's subsidiaries are free of preemptive rights and owned by Cloud or its wholly-owned subsidiaries[200] - Cloud has not issued any securities or rights to purchase securities that would violate preemptive rights[199]

Core Viewpoint - Ekso Bionics Holdings, Inc. has entered into a private placement agreement to raise approximately $5.9 million through the sale of Series B Preferred Stock and warrants, aimed at enhancing its working capital and corporate purposes [1][3]. Group 1: Private Placement Details - The company will sell 5,852 shares of Series B Preferred Stock with a stated value of $1,000 per share, convertible into 711,922 shares of common stock at a conversion price of $8.22 per share [2]. - The warrants will allow the purchase of up to 355,960 shares of common stock at an exercise price of $8.22 per share, expiring five years from the initial exercise date [2]. - The closing of the private placement is expected around January 22, 2026, pending customary closing conditions [3]. Group 2: Financial Implications - The gross proceeds from the private placement are anticipated to be approximately $5.9 million before deducting fees and expenses [3]. - The net proceeds will be utilized for working capital and general corporate purposes [3]. Group 3: Company Overview - Ekso Bionics is a leading developer of exoskeleton solutions aimed at enhancing human strength, endurance, and mobility in medical and industrial applications [7]. - The company is headquartered in the San Francisco Bay Area and is listed on the Nasdaq Capital Market under the symbol "EKSO" [7].

Group 1 - The core focus of the news is the investigation by Monteverde & Associates PC into EKSO Bionics Holdings, Inc. regarding its merger with Applied Digital Cloud, which is expected to result in EKSO shareholders owning approximately 3% of the combined company [1] - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report and has successfully recovered millions for shareholders [1] - The firm operates from the Empire State Building in New York City and emphasizes its successful track record in class action securities litigation [2][4] Group 2 - The firm invites shareholders of EKSO Bionics who have concerns or seek additional information to contact them for free [3] - Monteverde & Associates PC highlights its national presence and experience in trial and appellate courts, including the U.S. Supreme Court [2] - The firm provides a platform for shareholders to inquire about their rights and potential recovery options related to the merger [3][4]

Core Viewpoint - H.C. Wainwright downgraded Ekso Bionics to Neutral from Buy due to its non-binding merger agreement with Applied Digital Cloud, indicating a shift from its core business strategy [1] Group 1: Company Actions - Ekso Bionics entered into a non-binding merger agreement with Applied Digital Cloud, which is seen as a prudent move given the tough financial environment [1] - The downgrade reflects concerns that Ekso Bionics is moving away from its primary focus on commercializing exoskeletons for health and industrial applications [1]

Core Viewpoint - Ekso Bionics (EKSO) shares surged nearly 100% following Applied Digital's (APLD) announcement of spinning off its cloud segment, which will merge with Ekso to form a new entity called ChronoScale [1]. Group 1: Company Developments - The merger with the spun-off cloud segment is part of a strategic review aimed at unlocking shareholder value for Ekso Bionics [3]. - Ekso Bionics operates in a rapidly expanding market for robotic exoskeletons, which are used for rehabilitation and workplace safety [4]. - Recent healthcare partnerships and industrial deployments have led to a significant revenue growth of 105% sequentially in Q3 [5]. Group 2: Market Position and Valuation - Despite the recent surge, EKSO stock is still down approximately 40% from its year-to-date high [2]. - The price-sales (P/S) multiple for Ekso Bionics is less than 1x, making it an attractive early-stage investment in its market [4]. - The consensus rating for EKSO shares is currently "Moderate Buy," with the highest price target of $9.50 indicating a potential downside of nearly 10% from current levels [7]. Group 3: Technical Analysis - EKSO shares are trading above major moving averages, with a long-term relative strength index (100-day) at nearly 56, suggesting that bullish momentum is still strong [5]. - Investors typically reward companies involved in spinoffs due to anticipated improvements in efficiency and growth prospects [3].

Market Overview - The U.S. stock market is closing 2025 on a cautious note, with major index futures edging lower, extending a three-session losing streak, and hopes for a year-end "Santa Claus" rally fading [1] - Despite the recent pullback, 2025 has been a remarkable year for equities, with the S&P 500 poised for its third consecutive year of double-digit gains [1] Premarket Trading and Futures Movements - As of early Wednesday, U.S. stock futures indicated a softer open, with Nasdaq 100 futures down 0.43%, S&P 500 futures down 0.28%, and Dow Jones futures down 0.14% [2] - The S&P 500, Nasdaq Composite, and Dow Jones all finished slightly lower on Tuesday, marking the third consecutive day of losses [2] Commodities Market - Crude oil futures were trading lower by 0.38%, around $57.72 per barrel, while Gold Spot was down 0.35% to approximately $4,324.59 per ounce [3] Major Market Indexes Performance - The S&P 500 is on track for an annual gain of 17-18%, the Dow Jones has advanced 13-14%, and the Nasdaq Composite has jumped nearly 21% in 2025 [4] - This performance marks the S&P 500's third consecutive year of double-digit returns, a rare achievement since the 1940s [4] Federal Reserve Outlook - The Federal Reserve is expected to cut rates in 2026, with uncertainty regarding the extent and pace due to internal divisions and mixed economic data [6] - The FOMC approved a quarter-point reduction in December 2025, bringing the main interest rate to a range between 3.5% and 3.75% [6] - Inflation remains above the Fed's 2% target, with unemployment rising to 4.6% in November and only 64,000 jobs added [6] Corporate Developments - Vanda Pharmaceuticals shares surged over 18% after receiving FDA approval for its drug NEREUS [13] - Nike shares rose 1.54% following CEO Elliott Hill's purchase of approximately $1 million in company shares [13] - Nvidia's stock surged approximately 180% in 2025, driven by robust demand for AI chips, with ByteDance planning to increase spending on Nvidia's AI chips to around $14 billion in 2026 [13] - Urgent.ly Inc. shares rose significantly after the adjournment of its annual stockholder meeting [13] - Applied Digital announced a proposed merger with EKSO Bionics, leading to a 40% surge in EKSO shares [13] - FONAR Corporation shares surged 28.4% after confirming its acquisition by an insider-led group [13] - Society Pass Incorporated shares jumped 16.4% following a newly priced public offering [13] - Palantir and Tesla saw their shares decline amidst concerns about technology giants' capital expenditures [13] - Boeing shares advanced 0.6% after being awarded an $8.58 billion contract by the Defense Department [13] - Meta Platforms shares ended up 1.1% following its acquisition of an AI startup for over $2 billion [13]

Core Viewpoint - Applied Digital Corp (NASDAQ: APLD) plans to spin off its cloud business and merge with Ekso Bionics (EKSO) to form a new entity called "ChronoScale" [1] Group 1: Company Performance - APLD shares have experienced volatility, dropping from a 20-year high of $40.20 on October 16 to around $24.83, with recent trading near breakeven [2] - Since the beginning of the year, APLD's stock has increased by 225% [2] Group 2: Market Dynamics - The stock of Ekso Bionics (EKSO) has surged by 94.1%, reaching $10.60 [1] - Short interest in APLD is significant, representing 33.5% of the available float, indicating a high level of bearish sentiment [4] - It would take approximately three days for short sellers to cover their positions based on APLD's average trading volume [4]

Core Viewpoint - Halper Sadeh LLC is investigating the fairness of the merger between EKSO Bionics Holdings, Inc. and Applied Digital Cloud for EKSO shareholders [1][2]. Group 1: Investigation Details - The investigation focuses on whether EKSO and its board violated federal securities laws and/or breached fiduciary duties by not obtaining the best possible consideration for shareholders [2]. - The investigation also questions if EKSO disclosed all material information necessary for shareholders to adequately assess and value the merger [2]. Group 2: Potential Actions - On behalf of EKSO shareholders, Halper Sadeh LLC may seek increased consideration, additional disclosures, and other relief related to the proposed transaction [3]. - The legal action would be handled on a contingent fee basis, meaning shareholders would not be responsible for out-of-pocket legal fees or expenses [3]. Group 3: Firm Background - Halper Sadeh LLC represents global investors affected by securities fraud and corporate misconduct, having recovered millions for defrauded investors [4].