EKSO Ekso Bionics Holdings Inc

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

 

FORM 8-K

_________________

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): February 23, 2016

 

Ekso Bionics Holdings, Inc.

(Exact Name of Registrant as specified in its charter)

 

Nevada	333-181229	99-0367049
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

1414 Harbour Way South, Suite 1201

Richmond, California 94804

(Address of principal executive offices, including zip code)

 

(203) 723-3576

(Registrant’s telephone number, including area code)

 

Not Applicable

(Registrant’s former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 23, 2016, Nathan Harding resigned as the Chief Executive Officer and as a member of the Board of Directors of Ekso Bionics Holdings, Inc. (the “Company”), effective immediately. Mr. Harding’s resignation from the Board of Directors is not the result of any disagreement with respect to the Company’s operations, policies or practices or other occurrence that would require disclosure under Item 5.02(a) of Form 8-K.

 

In connection with his termination, Mr. Harding entered into a Separation Agreement with the Company pursuant to which (i) the Company agreed to pay him a severance payment in an amount equal to his annual base salary of $275,000 (payable in accordance with the Company’s normal payroll practices) for a period of 12 months commencing on the effective date of his termination (the “Severance Period”), (ii) all of Mr. Harding’s currently outstanding stock options that would first have become vested or exercisable during the Severance Period if Mr. Harding continued to be employed by the Company shall become vested and exercisable on the date of Mr. Harding’s resignation (the “Separation Date”), and all stock options that are or become exercisable upon the Separation Date shall remain exercisable until February 23, 2022 or, if earlier, until the latest date upon which such stock options could have been exercised under the original award, and (iii) the Company will continue to make the employer contribution to the cost of Mr. Harding’s continued participation in the Company’s group health and dental insurance plans during the Severance Period. As a condition to his receipt of benefits under the Separation Agreement, Mr. Harding agreed to release all claims against the Company.

 

On February 23, 2016, the Board appointed Thomas Looby, the Company’s President and Chief Commercial Officer, to serve as its Interim Chief Executive Officer effective immediately. Mr. Looby will also continue in his position as President. Mr. Looby’s biography and, to the extent applicable, the information required by Item 404(a) of Regulation S-K are included in the Company’s definitive proxy statement filed by the Company with the Securities and Exchange Commission on May 11, 2015 (the “2015 Proxy Statement”).  Mr. Looby’s current compensation is described in the 2015 Proxy Statement.

 

A copy of the press release issued by the Company to announce the appointment of Mr. Looby as Interim Chief Executive Officer is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01	Financial Statements and Exhibits
(d) Exhibits.
Exhibit	Description
99.1	Press release dated February 25, 2016

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	EKSO BIONICS HOLDINGS, INC.
	By:	/s/ Max Scheder-Bieschin
	Name:	Max Scheder-Bieschin
	Title:	Chief Financial Officer

 

Dated: February 26, 2016

 

 

Exhibit 99.1

 

Ekso Bionics Appoints Thomas Looby to Interim Chief Executive Officer

 

RICHMOND, Calif., Feb. 25, 2016 -- Ekso Bionics Holdings, Inc. (OTCQB:EKSO), a leading global robotic exoskeleton company, announced today that Thomas Looby has been appointed president and interim chief executive officer, effective immediately. The company also announced the resignation of Nathan Harding from the position of chief executive officer and from the company’s board of directors.

 

Tom has most recently been president and chief commercialization officer at Ekso Bionics, where he has been responsible for overseeing the operations of the company’s medical business. He joined Ekso Bionics in April 2014 as the company’s chief marketing officer, a role in which he led the development and execution of the company’s global rehabilitation marketing strategy. Prior to joining Ekso Bionics, Tom served as senior vice president and chief marketing officer at Given Imaging, now part of Medtronic, where he was responsible for worldwide market development for PillCam® capsule endoscopy and other novel diagnostics technologies.

 

"Tom is a health care industry veteran with an excellent track record for growing organizations and successfully building commercial platforms to create value for shareholders," said Steven Sherman, chairman of Ekso Bionics’ board of directors. "The board of directors has tremendous confidence in Tom and believes that his leadership and commercial expertise will guide Ekso Bionics to enhanced growth and success as we continue to build a market for robotic exoskeletons. On behalf of the entire board of directors, I sincerely thank Nate for his many years of dedication and contributions to Ekso Bionics."

 

“After almost 13 years of working to build an exoskeleton industry, co-founding Ekso Bionics and serving as CEO, I feel confident we have assembled a fantastic team; as the company transitions into a commercial entity, I am ready to pursue new ventures, ” said Nathan Harding, Ekso Bionics co-founder.

 

“I appreciate the confidence the founders and board of directors extend to me,” said Tom Looby. “Success in high-tech healthcare markets starts with great technology and then also depends on strategic market development and execution. I am thrilled to build off of the great technology that Nate and Russ have developed. I look forward to working with the Board and entire Ekso Bionics team to sharpen the company’s operational performance, drive commercialization and position Ekso Bionics to achieve its full potential as a new standard of care."

 

About Ekso Bionics

 

Since 2005, Ekso Bionics has been pioneering the field of robotic exoskeletons, or wearable robots, to augment human strength, endurance and mobility. The company's first commercially available product, called Ekso, has helped thousands of people living with paralysis take millions of steps not otherwise possible. By designing and creating some of the most forward-thinking and innovative solutions for people looking to augment human capabilities, Ekso Bionics is helping people rethink current physical limitations and achieve the remarkable.

 

 

 

Ekso Bionics is headquartered in Richmond, CA and is listed on the OTC QB under the symbol EKSO. www.eksobionics.com

 

Forward-Looking Statements

 

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Forward-looking statements may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, including plans or objectives relating to the design, development and commercialization of human exoskeletons, (ii) a projection of financial results, financial condition, capital expenditures, capital structure or other financial items, (iii) the Company's future financial performance and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above. Such forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon the Company's current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, the Company's inability to obtain adequate financing to fund the Company's operations and necessary to develop or enhance our technology, the significant length of time and resources associated with the development of the Company's products, the Company's failure to achieve broad market acceptance of the Company's products, the failure of our sales and marketing organization or partners to market our products effectively, adverse results in future clinical studies of the Company's medical device products, the failure to obtain or maintain patent protection for the Company's technology, failure to obtain or maintain regulatory approval to market the Company's medical devices, lack of product diversification, existing or increased competition, and the Company's failure to implement the Company's business plans or strategies. These and other factors are identified and described in more detail in the Company's filings with the SEC. To learn more about Ekso Bionics please visit us at www.eksobionics.com. The Company does not undertake to update these forward-looking statements.

 

Media Contact:
Heidi Darling, Director of Marketing Communications Phone:

 

510-984-1761 x317
E-mail: hdarling@eksobionics.com