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 |
On April 2, 2017, Ekso Bionics Holdings, Inc.
(theCompany) entered into a Securities Purchase
Agreement (the Securities Purchase Agreement)
with certain purchasers identified on the pages thereto
(collectively, thePurchasers) to which the
Company has agreed to issue and sell to the Purchasers in a
registered direct offering an aggregate of 3,732,356 shares (the
Shares) of the Companys common stock, par value
$0.001 per share (Common Stock) and warrants to
purchase 1,866,178 shares of Common Stock with an exercise price
of $4.10 per share (each, a Warrant and
collectively, the Warrants) at a purchase price
of $3.14 for each Share and related Warrant, for aggregate
expected gross proceeds of approximately $11.7 million (the
Offering). The Warrants will be exercisable
beginning six months following the issuance date and will expire
five years from the date they become exercisable.
Net proceeds, after deducting the Placement Agent Fee (described
below) and other estimated offering expenses payable by the
Company, are expected to be approximately $10.9 million. The
Company expects that the Offering will close on or about April
6,2017, subject to the satisfaction of customary closing
conditions. The Company intends to use the net proceeds from the
Offering for its operations, including, but not limited to,
ongoing investments (i) in clinical, sales and marketing
initiatives to accelerate adoption of the Company in the
rehabilitation market, (ii) in research, development and
commercialization activities with respect to a robotic
exoskeleton for home use, and/or (iii) in the development and
commercialization of able-bodied exoskeletons for industrial use;
and for working capital and other general corporate purposes.
The Shares, Warrants and shares underlying the Warrants are being
offered and sold to the Companys Registration Statement on
FormS-3 (No.333-205168), which was originally filed with the
Securities and Exchange Commission on June 23, 2015, and was
declared effective on July 9, 2015 (the Registration
Statement). The securities may only be offered by means
of a prospectus. Copies of the prospectus and when available, the
prospectus supplement filed with the Securities and Exchange
Commission to Rule424(b)(5)under the Securities Act of 1933, as
amended (the Securities Act), can be obtained
directly from the Company and at the SECs website at www.sec.gov.
No statement in this document or the attached exhibits is an
offer to purchase or a solicitation of an offer to sell
securities. No offer, solicitation or sale will be made in any
jurisdiction in which such offer, solicitation or sale is
unlawful.
B. Riley Co., LLC acted as the sole lead placement agent in
connection with the Offering to a Placement Agency Agreement
dated April 2, 2017 by and between the Company and B. Riley Co.,
LLC (the Placement Agency Agreement). Under the
Placement Agency Agreement, the Company agreed to pay the
Placement Agent an aggregate fee equal to 6.5% of the gross
proceeds of the Offering (the Placement Agent
Fee). In this Offering, Craft Capital Management acted
as co-placement agent. The Company also agreed to reimburse B.
Riley Co., LLC for out-of-pocket expenses up to a maximum of
$35,000. The Placement Agency Agreement contains customary
representations and warranties, agreements and obligations,
conditions to closing and termination provisions. The Placement
Agency Agreement provides for indemnification by the Company of
the placement agents for certain liabilities, including
liabilities arising under the Securities Act, and affords certain
rights of contribution with respect thereto.
In addition, the Company entered into separate and substantially
similar leak-out agreements with each Purchaser (the
Leak-Out Agreements). to the Leak-Out
Agreements, from the date of the Securities Purchase Agreement
until May 20, 2017, each Purchaser (together with certain of its
affiliates) may not sell, dispose or otherwise transfer, directly
or indirectly (including, without limitation, any sales, short
sales, swaps or any derivative transactions that would be
equivalent to any sales or short positions), on any trading day,
Shares purchased in the Offering, including the shares of Common
Stock issuable upon exercise of the Warrants, in an amount more
than a specified percentage of the trading volume of the Common
Stock, subject to certain exceptions. The aggregate trading
volume for all Purchasers will be 30% of the trading volume of
Common Stock as reported by Bloomberg, LP during each trading day
during the above-referenced leak-out period, subject to certain
exceptions, which aggregate trading volume is allocated pro-rata
to the Purchasers based on their investment amounts. This
restriction does not apply to any sales by a Purchaser or any of
the Purchasers trading affiliates at a price greater than $4.25
at a time when the offer price of the Common Stock as reported by
Bloomberg L.P. during regular market hours or after-market hours,
as applicable, is greater than $4.24. Further, this restriction
does not apply to sales or transfers of any such shares of Common
Stock in transactions which do not need to be reported on the
NASDAQ consolidated tape so long as the purchaser or transferee
executes and delivers a leak-out agreement. After such sale or
transfer, future sales of the securities covered by the leak-out
agreement by the original owner (together with certain of its
affiliate) and the purchaser or transferee will be aggregated to
determine compliance with the terms of the leak-out agreement.
The foregoing description of the Securities Purchase Agreement,
the Warrants, the Placement Agency Agreement and the Leak-Out
Agreements does not purport to be complete and is qualified in
its entirety by reference to the form of Warrant attached hereto
as Exhibit 4.1, the form of Securities Purchase Agreement
attached hereto as Exhibit 10.1, the Placement Agency Agreement
attached hereto as Exhibit 10.2, and the form of Leak-Out
Agreement attached hereto as Exhibit 10.3, each of which is
incorporated herein by reference.
In connection with the Offering, certain information relating to
Part II, Item 14 under the heading Other Expenses of Issuance and
Distribution of the Registration Statement is being filed with
this Current Report on Form 8-K to be incorporated by reference
into the Registration Statement.
| Item 8.01 | Other Events |
On April 3, 2017, the Company issued a press release announcing
the Offering described in Item 1.01 above, a copy of which is
attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 4.1 | Form of Warrant |
| 5.1 | Opinion of Nutter, McClennen Fish, LLP |
| 10.1 | Form of Securities Purchase Agreement |
| 10.2 |
Placement Agency Agreement, dated as of April 2, 2017 by and among the Company and B. Riley Co., LLC |
| 10.3 | Form of Leak-Out Agreement |
| 23.1 |
Consent of Nutter, McClennen Fish, LLP (contained in Exhibit 5.1) |
| 99.1 |
Information Relating to Item 14 of the Registration Statement on Form S-3 (No. 333-205168) |
| 99.2 | Press Release dated April 3, 2017 |
Ekso Bionics Holdings, Inc. (NASDAQ:EKSO) Recent Trading Information
Ekso Bionics Holdings, Inc. (NASDAQ:EKSO) closed its last trading session up +0.06 at 3.46 with 232,357 shares trading hands.