ChronoScale Holdings Corp 8-K/A, filed Jun 30, 2026

ChronoScale Holdings Corp (CHRN)

8-K/A 2026-06-30 For: 2026-02-28

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Added on June 30, 2026

About this 8-K/A

ChronoScale Holdings Corp filed this 8-K/A on June 30, 2026, reporting on events of February 28, 2026.

Items reported

Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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☐	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))

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CHRN		Nasdaq Capital Market

Exhibit		Description
99.1		Supplemental Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cloud.
99.2		Audited combined financial statements of Cloud as of and for the years ended May 31, 2025 and May 31, 2024. Unaudited condensed combined financial statements of Cloud as of and for the periods ended February 28, 2026 and February 28, 2025.
99.3		Unaudited pro forma condensed combined financial information of the Company as of and for the nine months ended February 28, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	CHRONOSCALE CORPORATION

	By:	/s/ Ying Cenly Chen
	Name:	Ying Cenly Chen
	Title:	Chief Executive Officer

	Three Months Ended						Nine Months Ended
	February 28, 2026			February 28, 2025			February 28, 2026			February 28, 2025

Revenue	$	18,087		$	17,754		$	53,207		$	71,313
Costs and expenses:
Cost of revenues		17,716			23,342			65,618			91,359
Selling, general and administrative		10,853			14,727			11,911			21,889
Loss on abandonment of assets		107			—			598			—
Total costs and expenses		28,676			38,069			78,127			113,248
Operating loss		(10,589	)		(20,315	)		(24,920	)		(41,935	)
Interest expense, net		2,058			4,541			7,897			13,444
Net loss before income tax expense		(12,647	)		(24,856	)		(32,817	)		(55,379	)
Income tax expense		—			—			—			—
Net loss	$	(12,647	)	$	(24,856	)	$	(32,817	)	$	(55,379	)

	Fiscal Year Ended
	May 31, 2025			May 31, 2024

Revenue	$	84,376		$	28,957
Costs and expenses:
Cost of revenues		115,308			41,687
Selling, general and administrative		24,813			52,756
Gain on abandonment of assets		(414	)		—
Total costs and expenses		139,707			94,443
Operating loss		(55,331	)		(65,486	)
Interest expense, net		17,399			9,809
Net loss before income tax expense		(72,730	)		(75,295	)
Income tax expense		—			—
Net loss	$	(72,730	)	$	(75,295	)

	Payments Due by Period
	Total		Remainder of FY 2026		FY 2027		FY 2028		FY 2029		FY 2030		Thereafter
Debt obligations⁽¹⁾	$	12,000		—		—		—		—		—	$	12,000
Operating lease obligations⁽²⁾	$	70,402		5,293		21,798		22,623		17,152		3,536	$	—
Financing lease obligations⁽³⁾	$	76,605		14,583		51,055		10,967		—		—	$	—

⁽¹⁾	Debt obligations presented in the table reflect SAFE agreements which were accounted for in accordance with ASC 480 as described in Note 5 to the unaudited condensed combined financial statements for further discussion.

⁽²⁾	Operating lease obligations include future minimum payments for our operating leases.

⁽³⁾	Financing lease obligations include future minimum payments for our finance leases.

	Payments Due by Period
	Total		FY 2026		FY 2027		FY 2028		FY 2029		FY 2030		Thereafter
Debt obligations⁽¹⁾	$	12,000		—		—		—		—		—		12,000
Operating lease obligations⁽²⁾	$	86,142		21,033		21,798		22,623		17,152		3,536		—
Financing lease obligations⁽³⁾	$	140,296		140,296		—		—		—		—		—

	Nine Months Ended
$ in thousands	February 28, 2026			February 28, 2025
Net cash provided by (used in) operating activities	$	113,106		$	(7,420	)
Net cash used in investing activities		(24,271	)		(2,849	)
Net cash (used in) provided by financing activities		(91,126	)		10,282
Net (decrease) increase in cash		(2,291	)		13
Cash at beginning of period		2,398			—
Cash at end of period	$	107		$	13

	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID #199)	2
Combined Balance Sheets as of May 31, 2025 and May 31, 2024	3
Combined Statements of Operations for the fiscal years ended May 31, 2025 and May 31, 2024	4
Combined Statements of Changes in Parent Company Net Investment for the fiscal years ended May 31, 2025 and May 31,2024	5
Combined Statements of Cash Flows for the fiscal years ended May 31, 2025 and May 31, 2024	6
Notes to Combined Financial Statements	7

	May 31, 2025		May 31, 2024
ASSETS
Current assets:
Cash	$	2,398	$	—
Accounts receivable		3,788		—
Prepaid expenses and other current assets		223		333
Total current assets		6,409		333
Property and equipment, net		10,922		11,278
Operating lease right of use assets, net		91,374		152,090
Finance lease right of use assets, net		195,495		209,933
Other assets		—		581
TOTAL ASSETS	$	304,200	$	374,215

LIABILITIES AND PARENT COMPANY NET INVESTMENT
Current liabilities:
Accounts payable	$	3,962	$	11,589
Accrued liabilities		572		1,580
Current portion of operating lease liability		16,093		21,101
Current portion of finance lease liability		133,407		102,400
Deferred revenue		3,594		31,178
Total current liabilities		157,628		167,848
Long-term portion of operating lease liability		58,420		108,668
Long-term portion of finance lease liability		—		59,907
Long-term debt		12,000		—
Total liabilities		228,048		336,423
Parent company net investment
Parent company net investment		76,152		37,792
Total parent company net investment		76,152		37,792
TOTAL LIABILITIES AND PARENT COMPANY NET INVESTMENT	$	304,200	$	374,215

	Parent company net investment			Total Parent company net investment
Balance, May 31, 2023	$	223		$	223
Net transactions from parent company		112,864			112,864
Net loss		(75,295	)		(75,295	)
Balance, May 31, 2024	$	37,792		$	37,792
Balance	$	37,792		$	37,792
Net transactions from parent company		111,090			111,090
Net loss		(72,730	)		(72,730	)
Balance, May 31, 2025	$	76,152		$	76,152
Balance	$	76,152		$	76,152

	Estimated Useful Life	May 31, 2025			May 31, 2024
Networking equipment, electrical equipment, and software	3 years - 5 years	$	672		$	333
Leasehold improvements	3 years - 7 years		697			607
Construction in progress			3,331			3,293
Other equipment and fixtures	5 years - 7 years		8,900			7,791
Total cost of property and equipment			13,600			12,024
Accumulated depreciation			(2,678	)		(746	)
Property and equipment, net		$	10,922		$	11,278

	May 31, 2025			May 31, 2024
Customer A		77	%		29	%
Customer B		23	%		71	%
Customer		23	%		71	%

	May 31, 2025			May 31, 2024
Balance, beginning of period	$	31,178		$	—
Advance billings		66,435			60,135
Revenue recognized		(84,376	)		(28,957	)
Other adjustments⁽¹⁾		(9,643	)		—
Balance, end of period	$	3,594		$	31,178

	May 31, 2025		May 31, 2024
Current expense (benefit)
Federal	$	—	$	—
Foreign		—		—
State		—		—
Total current expense	$	—		—
Deferred expense (benefit)
Federal	$	—		—
Foreign		—		—
State		—		—
Total deferred (benefit) expense		—		—
Total income tax (benefit) expense	$	—	$	—

	May 31, 2025			May 31, 2024
Expected income tax rate at the U.S. statutory rate		21.0	%		21.0	%
Stock-based compensation		0.1	%		4.4	%
State income taxes, net of federal tax benefit		4.4	%		4.4	%
Change in valuation allowance		(25.5	)%		(29.8	)%
Effective income tax rate		—	%		—	%

	May 31, 2025			May 31, 2024
Deferred tax assets
Net operating loss	$	43,712		$	25,252
Lease liability		18,903			32,920
Interest disallowance carryforward		6,800			2,420
Other		(305	)		190
Deferred tax assets, gross		69,110			60,782
Less: valuation allowance		(41,228	)		(22,726	)
Total deferred tax assets, net	$	27,882		$	38,056

Deferred tax liabilities
Property and equipment	$	(4,702	)	$	527
Right of use assets		(23,180	)		(38,583	)
Total deferred tax liability, net		(27,882	)		(38,056	)
Net deferred tax asset	$	—		$	—

	May 31, 2025		May 31, 2024
Operating lease cost:
Operating lease expense	$	36,068	$	16,132
Short-term lease expense		122		—
Total operating lease cost		36,190		16,132
Finance lease expense:
Amortization of right-of-use assets⁽¹⁾		78,724		57,230
Interest on lease liabilities		16,826		9,457
Total finance lease cost		95,550		66,687
Total net lease cost	$	131,740	$	82,819

	Operating Leases			Finance Leases			Total
	Operating Leases			Finance Leases			Total
FY26	$	21,033		$	140,296		$	161,329
FY27		21,798			—			21,798
FY28		22,623			—			22,623
FY29		17,152			—			17,152
FY30		3,536			—			3,536
Thereafter		—			—			—
Total lease payments		86,142			140,296			226,438
Less: imputed interest		(11,629	)		(6,889	)		(18,518	)
Total lease liabilities		74,513			133,407			207,920
Less: Current portion of lease liability		(16,093	)		(133,407	)		(149,500	)
Long-term portion of lease liability	$	58,420		$	—		$	58,420

		Page

Condensed Combined Financial Statements		1
Condensed Combined Balance Sheets as of February 28, 2026 and May 31, 2025 (unaudited)		2
Condensed Combined Statements of Operations for the three and nine months ended February 28, 2026 and February 28, 2025 (unaudited)		3
Condensed Combined Statements of Changes in Parent Company Net Investment for the three and nine months ended February 28, 2026 and February 28, 2025 (unaudited)		4
Condensed Combined Statements of Cash Flows for the nine months ended February 28, 2026 and February 28, 2025 (unaudited)		5
Notes to the Condensed Combined Financial Statements (unaudited)		6

	Parent company net investment			Total Parent company net investment
Balance, December 1, 2025	$	98,481		$	98,481
Net transaction from parent company		16,524			16,524
Net loss		(12,647	)		(12,647	)
Balance, February 28, 2026	$	102,358		$	102,358

	Parent company net investment			Total Parent company net investment
Balance, December 1, 2024	$	63,509		$	63,509
Net transaction from parent company		34,947			34,947
Net loss		(24,856	)		(24,856	)
Balance, February 28, 2025	$	73,600		$	73,600

	Parent company net investment			Total Parent company net investment
Balance, June 1, 2025	$	76,152		$	76,152
Net transaction from parent company		59,023			59,023
Net loss		(32,817	)		(32,817	)
Balance, February 28, 2026	$	102,358		$	102,358

	Parent company net investment			Total Parent company net investment
Balance, June 1, 2024	$	37,792		$	37,792
Balance	$	37,792		$	37,792
Net transaction from parent company		91,187			91,187
Net loss		(55,379	)		(55,379	)
Balance, February 28, 2025	$	73,600		$	73,600
Balance	$	73,600		$	73,600

	●	the accompanying notes to the unaudited pro forma financial information;
	●	the historical audited consolidated financial statements of Ekso as of and for the year ended December 31, 2025, included in Ekso’s Annual Report on Form 10-K filed with the SEC on February 23, 2026;
	●	the historical unaudited consolidated balance sheet of Ekso as of March 31, 2026;
	●	the historical audited combined financial statements of Cloud and Affiliates for the year ended May 31, 2025; and
	●	the historical unaudited combined financial statements of Cloud and Affiliates for the nine months ended February 28, 2026.

	Cloud		Ekso			Financing Adjustments (Note 7)		Note Ref	Business Combination Adjustments (Note 5)			Note Ref	Pro Forma Combined
Assets
Current assets:
Cash	$	107	$	3,993		$	15,000	7(a)	$	-			$	19,100
Accounts receivable		10,714		4,537			-			-				15,251
Inventories		-		4,649			-			-				4,649
Prepaid expenses and other current assets		559		874			-			-				1,433
Total current assets		11,380		14,053			15,000			-				40,433
Property and equipment, net		32,505		1,115			-			-				33,620
Operating lease right-of-use asset, net		76,959		343			-			-				77,302
Finance lease right-of-use asset, net		135,142		-			-			-				135,142
Intangible assets, net		-		3,418			-			6,382		5(b)		9,800
Goodwill		-		431			-			45,466		5(a)		45,897
Other assets		-		308			-			-				308
Total assets	$	255,986	$	19,668		$	15,000		$	51,848			$	342,502
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	3,796	$	2,109		$	-		$	-			$	5,905
Accrued liabilities		3,814		1,723			-			2,049		5(d)		7,586
Current portion of operating lease liability		17,606		351			-			-				17,957
Current portion of finance lease liability		50,777		-			-			-				50,777
Current portion of debt		-		3,325			-			21				3,346
Deferred revenue		152		1,583			-			-				1,735
Total current liabilities		76,145		9,091			-			2,070				87,306
Long-term portion of operating lease liability		44,985		121			-			-				45,106
Long-term portion of finance lease liability		20,498		-			-			-				20,498
Long-term debt		12,000		520			-			(56	)			12,464
Long-term deferred revenue		-		1,261			-			-				1,261
Other non-current liabilities		-		2,935			-			-				2,935
Total liabilities		153,628		13,928			-			2,014				169,570
Commitments and contingencies		-		-			-			-				-
Stockholders’ equity
Parent company net investment		102,358		-			-			(102,358	)	5(c)		-
Convertible preferred stock		-		3,650			-			-		5(c)		3,650
Common stock		-		37			1	7(a)		106		5(c)		144
Additional paid in capital		-		271,816			14,999	7(a)		51,332		5(c)		338,147
Retained earnings (Accumulated deficit)		-		(269,281	)		-			100,272		5(c), 5(d)		(169,009	)
Accumulated other comprehensive (loss) income		-		(482	)		-			482		5(c)		-
Total Stockholders’ Equity		102,358		5,740			15,000			49,834				172,932
Total liabilities and stockholders’ equity	$	255,986	$	19,668		$	15,000		$	51,848			$	342,502

	●	the historical audited consolidated statement of operations of Cloud for the year ended May 31, 2025; and

	●	The historical unaudited condensed combined statement of operations of Ekso for the twelve months ended June 30, 2025 has been derived by starting with the historical audited consolidated statement of operations of Ekso for the year ended December 31, 2024, deducting the historical unaudited condensed consolidated statement of operations for the six months ended June 30, 2024 (to arrive at the historical unaudited condensed consolidated statement of operations for the six months ended December 31, 2024), adding the historical unaudited combined statement of operations for the six months ended June 30, 2025, and then combining both six-month periods to arrive at the twelve months ended June 30, 2025.

	[A]			[B]			[A]+[B]
	Unaudited			Unaudited			Unaudited
(in thousands)	Six Months Ended December 31, 2024			Six Months Ended June 30, 2025			Twelve Months Ended June 30, 2025
Revenue
Device and related	$	9,219		$	5,432		$	14,651
Total revenue		9,219			5,432			14,651

Cost of revenue:
Device and related		4,296			2,807			7,103
Total cost of revenue		4,296			2,807			7,103

Gross profit		4,923			2,625			7,548

Operating expenses:
Sales and marketing		3,644			3,397			7,041
Research and development		1,622			1,839			3,461
General and administrative		4,526			4,804			9,330
Total operating expenses		9,792			10,040			19,832

Loss from operations		(4,869	)		(7,415	)		(12,284	)

Other (expense) income, net:
Interest expense, net		(138	)		(136	)		(274	)
Gain (loss) on revaluation of warrant liabilities		48			1			49
Unrealized (loss) gain on foreign exchange		(525	)		1,965			1,440
Other expense, net		(1	)		(15	)		(16	)
Total other (expense) income, net		(616	)		1,815			1,199

Net loss		(5,485	)		(5,600	)		(11,085	)
Other comprehensive (loss) income		418			(1,640	)		(1,222	)
Comprehensive loss	$	(5,067	)	$	(7,240	)	$	(12,307	)

(in thousands, except per share information)	Estimated total purchase price
Common Stock Issued		3,565
Convertible Preferred Stock Issued		712
Assumed Restricted Stock Units		82
Total shares and related equity awards outstanding as of the Merger Date		4,359

Assumed Ekso’s closing share price	$	13.22
Total Consideration Transferred	$	57,623

(in thousands)	Estimated Fair Value as of February 28, 2026
Assets acquired
Cash and cash equivalents	$	3,993
Accounts receivable, net of allowance for doubtful accounts		4,537
Inventory		4,649
Prepaid expenses		874
Property and equipment, net		1,115
Operating lease right-of-use assets, net		343
Intangible assets, net		9,800
Other assets		308
Total assets acquired		25,619
Liabilities assumed
Accounts payable		2,109
Accrued expenses		1,723
Deferred revenues		1,583
Operating lease liabilities		351
Other current liabilities		-
Debt (exc. Finance Lease Liabilities), current		3,346
Deferred revenues non-current		1,261
Debt (exc. Finance Lease Liabilities), non-current		464
Operating lease liabilities, non-current		121
Other non-current liabilities		2,935
Total liabilities assumed		13,893
Net assets acquired		11,726
Total consideration transferred		57,623
Goodwill	$	45,897

(in thousands, except useful lives)	Estimated useful life	Estimated Fair Value
Trade names	7 years	$	3,500
Developed technology	7 years		6,300
Total intangible assets acquired		$	9,800

	●	Elimination of Ekso’s historical securityholders’ equity of $8.6 million;
	●	Reclassification of Cloud’s parent company net investment of $(102.4) million, of which $(169.0) million is reclassified to Retained earnings, being Cloud’s historical accumulated deficit, with the balance of $269.3 million reclassified to Additional paid-in capital; and
	●	Recording estimated purchase consideration of $57.6 million, of which $143 thousand is included in Common stock as par value of 142,575,619 shares outstanding (4,358,799 issued to Ekso’s former securityholders and 138,216,820 issued to Cloud in the business combination) of ChronoScale at a par value of $0.001 per share, with the balance of $51 million included in Additional paid-in capital and $3.6 million included in Convertible preferred stock.

	a.	Reflects the reversal of $321 thousand and $247 thousand in historical intangible assets amortization for the year ended May 31, 2025 and the nine months ended February 28, 2026, respectively, and the recognition of $500 thousand and $375 thousand in new amortization expense related to trade names identified as part of the estimated purchase price allocation for the same periods. A 10% change in the valuation of trade names would cause a corresponding increase or decrease in the annual amortization expense of approximately $50 thousand.

	b.	Reflects the recognition of $900 thousand and $675 thousand in new amortization expense related to developed technology identified as part of the estimated purchase price allocation for the year ended May 31, 2025 and the nine months ended February 28, 2026, respectively. A 10% change in the valuation of developed technology would cause a corresponding increase or decrease in the annual amortization expense of approximately $90 thousand.