ChronoScale Holdings Corp 8-K, filed Oct 15, 2026
ChronoScale Holdings Corp (CHRN)
About this 8-K
ChronoScale Holdings Corp filed this 8-K on October 15, 2026.
ChronoScale Holdings Corporation reported $41.5 million revenue, a $26.4 million net loss and $5.9 million Adjusted EBITDA for the fiscal quarter ended August 31, 2026. It secured a 50 MW Microsoft deployment. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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FORM
CURRENT REPORT
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Item 2.02. Results of Operations and Financial Condition
On October 15, 2026, ChronoScale Holdings Corporation (the “Company”) issued a press release announcing its financial results for the first fiscal quarter ended August 31, 2026.
A copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated October 15, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: | October 15, 2026 | By: | /s/ Jerome Wong | |
| Name: | Jerome Wong | |||
| Title: | Chief Financial Officer |
Exhibit 99.1
ChronoScale Reports Fiscal First Quarter 2027 Results
MENLO PARK, Calif. – October 15, 2026 — ChronoScale Holdings Corporation (NASDAQ: CHRN) (“ChronoScale” or the “Company”), an accelerated compute platform purpose-built to support demanding artificial intelligence workloads, reported financial results for the fiscal first quarter ended August 31, 2026.
Following the business combination completed on May 5, 2026, the Company classified its legacy Ekso Bionics business (“Legacy Ekso Business”) as held for sale and reported its results in discontinued operations in accordance with U.S. generally accepted accounting principles (“GAAP”). Accordingly, Legacy Ekso Business’ results are excluded from the Company’s continuing operations and presented separately in its consolidated financial statements. Subsequent to quarter end, the Company completed the sale of the Legacy Ekso Business on September 30, 2026. Unless otherwise specified, disclosures in this earnings release, including the below, reflect continuing operations only.
Fiscal First Quarter 2027 Financial Highlights
| ● | Revenue: $41.5 million, up 148% from $16.7 million in the prior-year comparable period. | |
| ● | Net loss: $26.4 million. | |
| ● | Net loss per basic and diluted share: $0.18. | |
| ● | Adjusted EBITDA: $5.9 million. |
Adjusted EBITDA is a non-GAAP financial measure. A reconciliation of this non-GAAP measure to the most directly comparable financial measure presented in accordance with accounting principles generally accepted in the United States (“GAAP”) is set forth below. See “Reconciliation of GAAP to Non-GAAP Measures.”
Fiscal First Quarter 2027 Operational Highlights
| ● | Secured a 50 MW AI compute deployment with Microsoft in North America, which is expected to integrate NVIDIA GB300 NVL72 systems with liquid cooling, high-performance networking, storage, software, and purpose-built data center infrastructure, positioning the Company among a select group of providers delivering next-generation, high-density AI capacity to a hyperscale customer. | |
| ● | Entered a strategic partnership with Nutanix to deliver enterprise-ready AI infrastructure, broadening the company’s reach beyond hyperscalers and accelerating adoption of its AI services across global markets. | |
| ● | Entered into a three-year strategic partnership with Baseten Labs, Inc to support the planned deployment of approximately 4 MW of AI compute capacity, with completion expected in calendar Q1 2027. |
Subsequent to the Quarter
| ● | On September 30, 2026, ChronoScale completed the sale of the Legacy Ekso Business, exiting it entirely and eliminating its ongoing operating funding requirements. | |
| ● | Announced a contract extension with an existing AI customer and a new customer agreement, putting ChronoScale on track for $1 billion in annualized run-rate revenue* by calendar Q3 2027. | |
| ● | Received $328.2 million in aggregate prepayments under its existing customer contracts. |
Management Commentary
“We believe our strong revenue growth and expanded customer commitments validate the demand we are seeing and our opportunity to grow alongside our customers,” said Cenly Chen, Chief Executive Officer of ChronoScale. “Our Microsoft deployment and partnerships with Nutanix and Baseten should position us to serve hyperscale and enterprise AI demand, while the completed Ekso sale is intended to allow us to sharpen our focus on AI infrastructure. With our customer agreements and current deployment schedule supporting an expected $1 billion in annualized revenue run rate by calendar Q3 2027, our priority is disciplined execution and delivering the infrastructure our customers need at scale.”
Financial Results from Operations for Fiscal First Quarter 2027
Revenue in the fiscal first quarter of 2027 was $41.5 million, up 148% from $16.7 million in the fiscal first quarter of 2026. The increase was primarily attributable to revenue generated from a new customer during the three months ended August 31, 2026, including revenue recognized from the sale of AI infrastructure hardware and related support and maintenance services pursuant to resale arrangements with the customer.
Cost of revenues were $45.6 million for the three months ended August 31, 2026, up 91% from $23.9 million in the prior-year period. The increase was driven primarily by higher AI infrastructure hardware purchases under resale arrangements with a customer, along with higher depreciation and amortization from additional in-service compute equipment and leases, higher energy costs from increased rates and usage, and higher personnel expenses. These increases were partially offset by lower lease and lease-related expenses resulting from prior-period lease renegotiations.
Selling, general and administrative expense increased approximately $20.4 million, to $20.7 million for the three months ended August 31, 2026, from $0.4 million in the prior-year period. The increase was driven primarily by higher stock-based compensation from restricted stock unit and restricted stock award grants to eligible employees and non-employee directors, respectively during the period, higher professional service expenses for legal services related to discrete transactions and projects, and higher personnel expenses from increased headcount. Lease and lease-related expenses not directly attributable to generating revenue also increased, as did other general operating costs, including filing fees, insurance, and supplies.
Net loss from continuing operations for the fiscal first quarter 2027 was $26.4 million, or $0.18 per basic and diluted share. This compares to a net loss from continuing operations of $11.2 million, or $0.08 per basic and diluted share for the fiscal first quarter of 2026.
*Annualized run-rate revenue is an operating metric calculated by multiplying revenue expected to be recognized under the Company’s customer contracts in a quarterly period by four. Annualized run-rate revenue is based on current assumptions regarding contract terms and deployment schedules, is not a forecast of revenue for any specific reporting period, and is not a measure of revenue calculated in accordance with GAAP. Actual revenue may differ materially.
Net loss from discontinued operations was $16.1 million for the three months ended August 31, 2026 and represents the statement of operations activity related to the Legacy Ekso Business.
Adjusted EBITDA, a non-GAAP financial measure, was $5.9 million for the fiscal first quarter 2027 compared to an Adjusted EBITDA of $9.4 million for the fiscal first quarter 2026.
As of August 31, 2026, the Company had $15.2 million in cash and cash equivalents.
For the details of how the Company defines non-GAAP financial measures and the reconciliation thereof, please see “Reconciliation of GAAP to Non-GAAP Measures” below.
About ChronoScale
ChronoScale (Nasdaq: CHRN) is an accelerated compute platform purpose-built to support demanding artificial intelligence workloads. Focused on large-scale deployments, the platform delivers dedicated compute environments optimized for performance, consistency, and long-term operational execution, with the ability to scale capacity alongside accelerating AI demand.
Forward-Looking Statements
Statements in this Press Release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include but are not limited to: (i) statements regarding the Company, its plans and objectives and anticipated future economic performance; (ii) statements about the cloud compute industry; (iii) statements regarding the Company’s ability to expand capacity and meet accelerating demand; (iv) statements regarding the Company’s ability to execute on planned infrastructure deployments and commissioning schedules; (v) statements regarding the performance of customers, suppliers, utilities and other counterparties; (vi) statements regarding the expected timing, scale, financing and revenue contribution of the Company’s planned deployments, including for Microsoft and Baseten, the anticipated implementation of the Nutanix partnership, and the Company’s expected annualized run-rate revenue; and (vii) statements of assumptions underlying other statements and statements about the Company or its business. You are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations. These risks, uncertainties, and other factors include: the ability to raise capital to fund the acquisition and deployment of GPUs, other equipment and other capital expenditures, including significant existing purchase obligations for AI infrastructure; our customers’ ability to terminate their agreements under certain circumstances, require refunds of upfront payments or prepayments, or be entitled to delay credits or penalties if we fail to perform on a timely basis or at all with respect to our deployment and other obligations under existing customer contracts; the availability and timely delivery of GPUs, power and other equipment from third-party suppliers and utilities; the Company’s ability to enter into definitive agreements, including with respect to the Nutanix partnership and the lease and tenant fit-out arrangements for the Texas data center facility supporting the Microsoft deployment; the Company’s ability to replace departing key personnel; the timely achievement of the deployment schedule in its customer agreements; customer concentration and the ability to renew or expand customer relationships; achievement of our target annualized run-rate revenue and revenue expectations in connection with our customer contracts; limitations on the Company’s ability to attract and retain key personnel, including executive officers and Board members of the Company; the success of the Company’s risk management activities, including any failure by the Company to implement and maintain effective internal controls; cash flow and access to capital; conditions in the debt and equity capital markets; slower than anticipated growth in the cloud compute industry; uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on August 19, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2026, filed with the SEC on October 14, 2026, and the risks described in other filings that the Company may make from time to time with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.
Use and Reconciliation of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented under GAAP, we are presenting certain non-GAAP financial measures. We are providing these non-GAAP financial measures to disclose additional information to facilitate the comparison of past and present operations by providing perspective on results absent one-time or significant non-cash items. We utilize these measures in the business planning process to understand expected operating performance and to evaluate results against those expectations. We believe that these non-GAAP financial measures, when considered together with our GAAP financial results, provide management and investors with an additional understanding of our core business operating results regarding factors and trends affecting our business and provide a reasonable basis for comparing our ongoing results of operations.
These non-GAAP financial measures are provided as supplemental measures to our performance measures calculated in accordance with GAAP and therefore, are not intended to be considered in isolation or as a substitute for comparable GAAP measures. These non-GAAP financial measures should not be viewed as measures or reflections of liquidity or profitability in accordance with GAAP. Further, these non-GAAP financial measures have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles. Because of the non-standardized definitions of non-GAAP financial measures, we caution investors that the non-GAAP financial measures as used by us in this earnings release have limits in their usefulness to investors and may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. Further, investors should be aware that when evaluating these non-GAAP financial measures, these measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, from time to time in the future there may be items that we may exclude for purposes of our non-GAAP financial measures and we may in the future cease to exclude items that we have historically excluded for purposes of our non-GAAP financial measures. Likewise, we may determine to modify the nature of the adjustments to arrive at our non-GAAP financial measures. Investors should review the non-GAAP reconciliations provided below and not rely on any single financial measure to evaluate our business.
EBITDA and Adjusted EBITDA
“EBITDA” is defined as earnings before interest expense, interest income, and depreciation and amortization. “Adjusted EBITDA” is defined as EBITDA adjusted for stock-based compensation, unutilized colocation expenses, diligence, acquisition, disposition and integration expenses, gain on change in fair value of warrants, loss on sale of assets, and other non-recurring expenses that management believes are not representative of our expected ongoing costs.
Investor Relations Contact
Ralf Esper or Clay Liolios
Gateway Group, Inc.
(949) 574-3860
CHRN@gateway-grp.com
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CHRONOSCALE HOLDINGS CORPORATION
Condensed
Consolidated Balance Sheets
(Dollars in thousands, except par value amounts) |
| August 31, 2026 | May 31, 2026 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | 15,221 | $ | 9,664 | |||||
| Accounts receivable | 7,557 | 12,542 | ||||||
| Prepaid expenses and other current assets | 2,924 | 2,200 | ||||||
| Current assets held for sale | 4,988 | 19,841 | ||||||
| Total current assets | 30,690 | 44,247 | ||||||
| Property and equipment, net | 32,491 | 32,081 | ||||||
| Operating lease right of use assets, net | 67,297 | 72,004 | ||||||
| Finance lease right of use assets, net | 109,876 | 122,509 | ||||||
| Goodwill | 54,387 | 54,513 | ||||||
| Other assets | 664 | 520 | ||||||
| TOTAL ASSETS | $ | 295,405 | $ | 325,874 | ||||
| LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 15,780 | $ | 9,052 | ||||
| Accrued liabilities | 7,334 | 3,740 | ||||||
| Current portion of operating lease liability | 18,998 | 18,130 | ||||||
| Current portion of finance lease liability | 43,478 | 47,571 | ||||||
| Current portion of debt | 10,539 | 3,370 | ||||||
| Current deferred revenue | 57 | — | ||||||
| Current liabilities held for sale | 4,988 | 5,028 | ||||||
| Total current liabilities | 101,174 | 86,891 | ||||||
| Long-term portion of operating lease liability | 35,434 | 40,289 | ||||||
| Long-term portion of finance lease liability | 2,457 | 10,729 | ||||||
| Long-term debt | 151 | 474 | ||||||
| Long-term portion of deferred revenue | 107 | — | ||||||
| Warrant liabilities | 5,432 | 5,454 | ||||||
| Total liabilities | 144,755 | 143,837 | ||||||
| Commitments and contingencies | ||||||||
| Temporary equity: | ||||||||
| Convertible preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 issued and outstanding as of August 31, 2026; 2,926 issued and outstanding as of May 31, 2026, with a $2,926 redemption value | — | 2,012 | ||||||
| Stockholders’ equity: | ||||||||
| Common stock, $0.001 par value; 290,000,000 shares authorized; 145,637,452 and 145,212,325 shares issued and outstanding as of August 31, 2026 and May 31, 2026, respectively | 145 | 145 | ||||||
| Additional paid in capital | 392,451 | 379,342 | ||||||
| Accumulated deficit | (241,946 | ) | (199,462 | ) | ||||
| Total stockholders’ equity | 150,650 | 180,025 | ||||||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY | $ | 295,405 | $ | 325,874 | ||||
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CHRONOSCALE HOLDINGS CORPORATION Condensed Consolidated Statements of Operations (Unaudited) (Dollars in thousands, except per share amounts) |
| Three Months Ended | ||||||||
| August 31, 2026 | August 31, 2025 | |||||||
| Revenue | $ | 41,482 | $ | 16,718 | ||||
| Costs and expenses: | ||||||||
| Cost of revenues | 45,628 | 23,876 | ||||||
| Selling, general and administrative | 20,741 | 383 | ||||||
| Loss on sale of assets | — | 492 | ||||||
| Total costs and expenses | 66,369 | 24,751 | ||||||
| Operating loss | (24,887 | ) | (8,033 | ) | ||||
| Interest expense, net | 1,565 | 3,210 | ||||||
| Gain on change in fair value of warrants | (22 | ) | — | |||||
| Net loss from continuing operations | $ | (26,430 | ) | $ | (11,243 | ) | ||
| Net loss from discontinued operations | $ | (16,054 | ) | $ | — | |||
| Net loss | $ | (42,484 | ) | $ | (11,243 | ) | ||
| Basic and diluted net loss per share attributable to common shareholders | ||||||||
| Continuing operations | $ | (0.18 | ) | $ | (0.08 | ) | ||
| Discontinued operations | (0.11 | ) | — | |||||
| Basic and diluted net loss per share | $ | (0.29 | ) | $ | (0.08 | ) | ||
| Basic and diluted weighted average number of shares outstanding | 145,407,573 | 138,216,820 | ||||||
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CHRONOSCALE HOLDINGS CORPORATION Reconciliation of GAAP to Non-GAAP Measures
(Unaudited)
(In thousands, except percentage data) |
| Three Months Ended | ||||||||
| August 31, 2026 | August 31, 2025 | |||||||
| CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | (42,484 | ) | $ | (11,243 | ) | ||
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 15,338 | 14,486 | ||||||
| Stock-based compensation expense | 10,128 | 90 | ||||||
| Lease expense | 5,109 | 5,193 | ||||||
| Gain on change in fair value of warrants | (22 | ) | — | |||||
| Loss on sale of assets | — | 492 | ||||||
| Amortization of debt discounts | 159 | — | ||||||
| Loss on classification of held for sale | 14,126 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 5,810 | (3,434 | ) | |||||
| Prepaid expenses and other current assets | (780 | ) | (424 | ) | ||||
| Other assets | (200 | ) | — | |||||
| Accounts payable | 6,786 | (2,030 | ) | |||||
| Accrued liabilities | 3,741 | 2,717 | ||||||
| Lease assets and liabilities | (3,179 | ) | (2,810 | ) | ||||
| Deferred revenues | 93 | (2,942 | ) | |||||
| CASH FLOW PROVIDED BY OPERATING ACTIVITIES | 14,625 | 95 | ||||||
| CASH FLOW FROM INVESTING ACTIVITIES | ||||||||
| Purchases of property and equipment and other assets | (3,063 | ) | (977 | ) | ||||
| CASH FLOW USED IN INVESTING ACTIVITIES | (3,063 | ) | (977 | ) | ||||
| CASH FLOW FROM FINANCING ACTIVITIES | ||||||||
| Repayment of note payable | (313 | ) | — | |||||
| Repayment of finance leases | (13,692 | ) | (25,737 | ) | ||||
| Proceeds from Grid Note from Applied Parent | 7,000 | — | ||||||
| Capital contributions from Applied Parent | — | 24,228 | ||||||
| Proceeds from exercise of warrants | 1,000 | — | ||||||
| CASH FLOW USED IN FINANCING ACTIVITIES | (6,005 | ) | (1,509 | ) | ||||
| NET INCREASE (DECREASE) IN CASH | 5,557 | (2,391 | ) | |||||
| CASH, BEGINNING OF PERIOD, INCLUDING CASH FROM DISCONTINUED OPERATIONS | 9,666 | 2,398 | ||||||
| CASH, END OF PERIOD, INCLUDING CASH FROM DISCONTINUED OPERATIONS | 15,223 | — | ||||||
| Less: CASH FROM DISCONTINUED OPERATIONS | 2 | — | ||||||
| CASH FROM CONTINUING OPERATIONS, END OF PERIOD | 15,221 | $ | 7 | |||||
| Supplemental disclosure of non-cash investing and financing activities: | ||||||||
| Fair value adjustment of goodwill acquired in reverse merger acquisition | $ | 126 | $ | — | ||||
| Deemed dividend in connection with equity financings | $ | 171 | $ | — | ||||
| Series B preferred shares converted to common | $ | 2,183 | $ | — | ||||
| Operating right-of-use assets obtained by lease obligation | $ | 402 | $ | — | ||||
| Supplementary cash flows disclosure: | ||||||||
| Interest paid | $ | 1,327 | $ | 3,210 | ||||
| Net loss from continuing operations (GAAP) | $ | (26,430 | ) | $ | (11,243 | ) | ||
| Interest expense | 1,580 | $ | 3,210 | |||||
| Interest income | (10 | ) | — | |||||
| Depreciation and amortization | 15,338 | 14,486 | ||||||
| EBITDA (Non-GAAP) | $ | (9,522 | ) | $ | 6,453 | |||
| Stock-based compensation (1) | 10,128 | 90 | ||||||
| Unutilized colocation expenses (2) | 2,383 | 2,355 | ||||||
| Diligence, acquisition, disposition, and integration expenses (3) | 2,526 | 6 | ||||||
| Gain on change in fair value of warrants | (22 | ) | — | |||||
| Loss on sale of assets | — | 492 | ||||||
| Other non-recurring expenses (4) | 447 | 34 | ||||||
| Adjusted EBITDA (Non-GAAP) | $ | 5,940 | $ | 9,430 | ||||
| (1) | Represents stock-based compensation expense and employment taxes incurred in connection with the vesting of stock-based awards. |
| (2) | Represents expenses at third-party owned colocation facilities where we have not yet deployed. |
| (3) | Represents legal, accounting and consulting costs incurred in association with certain discrete transactions and projects. |
| (4) | Represents expenses that are not representative of our expected ongoing costs. |