Ekso Bionics Holdings, Inc. (NASDAQ:EKSO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry Into a Material Definitive Agreement

The descriptions of the Purchase Agreement and the Registration Rights Agreement below are summaries of and are qualified in their entirety by reference to the full Purchase Agreement and Registration Rights Agreement, copies of which are attached as exhibits to this Current Report on Form 8-K and incorporated herein by reference. See Item 9.01 below and the attached exhibits.

Purchase Agreement

On July 19, 2017, Ekso Bionics Holdings, Inc. (the "Company") entered into a purchase agreement (the "Purchase Agreement") with Puissance Capital Management ("Puissance"), to which Puissance has agreed to purchase common shares in connection with a proposed rights offering to be conducted by the Company at a subscription price of $1.00 per share. Under the terms of the Purchase Agreement, Puissance has agreed to purchase, at the same $1.00 subscription price of the proposed rights offering, any unsubscribed shares of common stock following the exercise of the basic subscription rights of all other holders of the Company's common shares as of the rights offering record date. Notwithstanding the number of common shares purchased by all other holders upon the exercise of the basic subscription rights in the rights offering, the aggregate number of common shares purchased by Puissance is subject to a cap such that Puissance will not own more than 40% of the Company's issued and outstanding common shares following the proposed rights offering.

The shares of common stock to be purchased by Puissance to the Purchase Agreement will not be registered under the Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. to the registration rights agreement described below, the Company has agreed to file a registration statement under the Securities Act covering the resale of the shares purchased by Puissance to the Purchase Agreement.

Registration Rights Agreement

Concurrently with the execution of the Purchase Agreement, the Company and Puissance have entered into a registration rights agreement (the "Registration Rights Agreement") to which the Company has agreed to register the common shares purchased by Puissance under the Purchase Agreement for resale under the Securities Act.

On July 19, 2017, the Company issued a press release announcing that its board of directors had approved the Company's proposed rights offering to raise gross proceeds of up to $34 million through the pro rata distribution of non-transferable subscription rights to purchase, in the aggregate, up to 34 million shares of the Company's common stock at a subscription price of $1.00 per share to shareholders and certain warrant holders of the Company on the record date of August 10, 2017. The press release also announced the Company's entrance into the Purchase Agreement and Registration Rights Agreement described above with Puissance.

The July 19, 2017 press release did not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which offer will be made to the Company's effective shelf registration statement on Form S-3 (Reg. No. 333-218517) and a supplemental prospectus thereto that will be filed by the Company with the U.S. Securities and Exchange Commission.

Item 9.01Financial Statements and Exhibits

EKSO BIONICS HOLDINGS, INC. Exhibit
EX-10.1 2 d7575979_ex10-1.htm Exhibit 10.1 PURCHASE AGREEMENT This Purchase Agreement (this “Agreement”),…
To view the full exhibit click here