ChronoScale Holdings Corp 8-K, filed May 26, 2022
ChronoScale Holdings Corp (CHRN)
About this 8-K
ChronoScale Holdings Corp filed this 8-K on May 26, 2022, reporting on events of May 23, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact Name of Registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Financial Officer
On May 23, 2022, John F. Glenn notified Ekso Bionics Holdings, Inc. (the “Company”) of his decision to resign from his position as the Company’s Chief Financial Officer, effective June 17, 2022, in connection with his retention as an employee at another public company. Mr. Glenn’s resignation is not the result of any dispute or disagreement with the Company including any matters relating to the Company’s accounting practices or financial reporting.
Appointment of Interim Chief Financial Officer
On May 25, 2022, the Company’s board of directors (the “Board”) approved the appointment of Jerome Wong as Interim Chief Financial Officer, effective upon Mr. Glenn’s departure. Mr. Wong, 48, has served as the Company’s Controller since May 2017 and brings more than 20 years of experience in finance, accounting and strategy to this role focusing on high technology and life sciences in public companies. Previously, Mr. Wong worked for over a decade from 2009 through 2016 as a corporate controller or assistant corporate controller to companies in the high technology and life sciences industries including ABM Industries, Inc. from July 2006 through September 2008, XOMA Corporation from July 2009 through October 2014 and Pattern Energy Group Inc. from October 2014 to December 2015. Mr. Wong is a Canadian Chartered Professional Accountant and has a B.A. in Finance and Accounting from The University of British Columbia.
Mr. Wong currently receives a salary of $212,000 under his offer letter with the Company dated May 22, 2017, and the Board has approved an increase in his salary to $265,000 effective June 17, 2022. In addition, under his offer letter, Mr. Wong is eligible to receive an annual discretionary bonus with a target bonus amount now set by the Board at 50% of his annual base salary in connection with his promotion to Interim Chief Financial Officer, all or a portion of which, if any, may be based on the achievement of certain operational, financial or other milestones established by the Board. The Board also approved an award of restricted stock units to Mr. Wong, to be granted under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “EIP”) effective June 17, 2022, for a number of shares to be equal to $150,000 divided by the closing price of the Company’s common stock as quoted on Nasdaq on June 17, 2022, which will vest in thirds on each annual anniversary of June 17, 2022, subject to his continued employment with the Company.
Mr. Wong is also entitled to receive perquisites and other fringe benefits that may be provided to, and will be eligible to participate in any other bonus or incentive program established by us, for our executives. Mr. Wong and his dependents will also be entitled to participate in any of our employee benefit plans subject to the same terms and conditions applicable to other employees. Mr. Wong is entitled to be reimbursed for all reasonable travel, entertainment and other expenses incurred by him for the purpose of conducting our business, in accordance with our policies.
There are no arrangements or understandings between Mr. Wong and any other person pursuant to which Mr. Wong was appointed to serve as Interim Chief Financial Officer of the Company. There are no family relationships between Mr. Wong and any director or executive officer of the Company, and Mr. Wong does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On May 26, 2022, the Company issued a press release announcing the departure of Mr. Glenn and appointment of Mr. Wong. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Long Term Incentive Award
On May 26, 2022, the Compensation Committee of the Board approved an award of 300,000 restricted stock units under the EIP to Scott Davis, the Company’s President and Chief Operating Officer, in respect of his promotion to that role on January 21, 2022. The award vests in even thirds on each annual anniversary of January 21, 2022, subject to his continued employment with the Company.
Item 9.01. Financial Statements and Exhibits.
| Exhibit | ||
| Number | Description | |
| 99.1 | Press release dated May 26, 2022 | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document) |
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/ Scott G. Davis | |
| Name: | Scott G. Davis | |
| Title: | President & Chief Operating Officer | |
Dated: May 26, 2022
Exhibit 99.1
Ekso Bionics Appoints Jerome Wong Interim Chief Financial Officer
RICHMOND, Calif., May 26, 2022 -- Ekso Bionics Holdings, Inc. (Nasdaq: EKSO) (the “Company”), an industry leader in exoskeleton technology for medical and industrial use, today announced the appointment of Jerome Wong as Interim Chief Financial Officer following the departure of current CFO Jack Glenn. Mr. Glenn resigned effective June 17, 2022 to pursue a new position at another public company. Mr. Glenn’s resignation is not the result of any dispute or disagreement with the Company including any matters relating to the Company’s accounting practices or financial reporting.
“I am excited that Jerome has accepted the Interim CFO role after having served as our Controller for the past five years,” said Scott Davis, President and Chief Operating Officer of Ekso Bionics. “Jerome brings extensive knowledge of Ekso’s finance and accounting controls, enabling a seamless transition as we further execute on growth opportunities.”
“Jack has been a tremendous asset to Ekso Bionics during his nearly four-year tenure as CFO, and we are grateful for his many contributions to the Company,” Davis added. “We wish him well in his next opportunity and future endeavors.”
Mr. Wong, 48, has served as the Company’s Controller since May 2017 and brings more than 20 years of experience in finance, accounting and strategy to this role, focusing on high and medical technology and life sciences in public companies. Previously, he worked for more than a decade as a corporate controller or assistant corporate controller to companies in the high technology and life sciences industries, including ABM Industries, Inc. from July 2006 through September 2008, XOMA Corporation from July 2009 through October 2014, and Pattern Energy Group Inc. from October 2014 to December 2015. Mr. Wong is a Canadian Chartered Professional Accountant and has a B.A. in Finance and Accounting from The University of British Columbia.
About Ekso Bionics®
Ekso Bionics® is a leading developer of exoskeleton solutions that amplify human potential by supporting or enhancing strength, endurance, and mobility across medical and industrial applications. Founded in 2005, the Company continues to build upon its industry-leading expertise to design some of the most cutting-edge, innovative wearable robots available on the market. Ekso Bionics is the only exoskeleton company to offer technologies that range from helping those with paralysis to stand up and walk, to enhancing human capabilities on job sites across the globe. Ekso Bionics is headquartered in the San Francisco Bay Area and is listed on the Nasdaq Capital Market under the symbol “EKSO.” For more information, visit: www.eksobionics.com or follow @EksoBionics on Twitter.
1
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 the transition of the Company’s CFO. 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 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 the Company’s sales and marketing efforts or of partners to market the Company’s products effectively, adverse results in future clinical studies of the Company's medical device products, the failure of the Company to obtain or maintain patent protection for the Company's technology, the failure of the Company to obtain or maintain regulatory approval to market the Company's medical devices, lack of product diversification, existing or increased competition, disruptions in the Company’s supply chain due to the ongoing COVID-19 pandemic, 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 the Company’s website at www.eksobionics.com or refer to the Company’s Twitter page at @EksoBionics. The Company does not undertake to update these forward-looking statements.
Contact:
David Carey
212-867-1768
investors@eksobionics.com
2