8-K

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

December 29, 2020

Date of Report (date of earliest event reported)

Ekso Bionics Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	001-37854		99-0367049
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
1414 Harbour Way South, Suite 1201	Richmond	California	94804
(Address of Principal Executive Offices)			(Zip Code)

(510) 984-1761

Registrant's telephone number, including area code

Not Applicable

________________________

(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))

Securities registered pursuant to Section 12(b) of the Act:

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

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.

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Item 5.02    Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On December 29, 2020, Ekso Bionics Holdings, Inc. (the “Company,” “we” or “our”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). The disclosure set forth in Item 5.07 regarding Proposal 1, the election of each of Steven Sherman, Jack Peurach, Ted Wang, Ph. D., Charles Li, Ph. D., Stanley Stern, Mary Ann Cloyd, and Rhonda A. Wallen to serve as a director, and Proposal 2, the approval of an increase of the total number of shares authorized for issuance pursuant to awards granted under the Plan (as defined below), is incorporated herein by reference.

On December 30, 2020, the Company issued a press release announcing the election of Ms. Cloyd and Ms. Wallen at the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 5.07    Submission of Matters to a Vote of Security Holders.

Of the 8,316,308 shares of common stock outstanding and entitled to vote at the Annual Meeting, 5,619,300 shares were present at the Annual Meeting either virtually or by proxy, constituting a quorum. The following provides a summary of the votes cast for the proposals on which our stockholders voted at the Annual Meeting:

Proposal 1. The election of seven directors to serve until the annual meeting of stockholders to be held in 2021 and until their respective successors are elected and qualified, or until his or her earlier death, resignation or removal.

The stockholders duly approved the election of each of the below directors. The results of the vote were as follows:

Name of Director	VOTES FOR	VOTES WITHHELD	BROKER NON-VOTES
Steven Sherman	2,314,407	283,861	3,021,032
Jack Peurach	2,506,095	92,173	3,021,032
Ted Wang, Ph. D.	2,524,252	74,016	3,021,032
Charles Li, Ph. D	2,342,429	255,839	3,021,032
Stanley Stern	2,147,761	450,507	3,021,032
Mary Ann Cloyd	2,529,903	68,365	3,021,032
Rhonda A. Wallen	2,535,719	62,549	3,021,032

Proposal 2. The increase of the total number of shares authorized for issuance pursuant to awards granted under the Amended and Restated 2014 Equity Incentive Plan (the “Plan”) from 1,174,286 shares to 1,974,286 shares.

The stockholders duly approved the increase of the total number of shares authorized for issuance pursuant to awards granted under the Plan. The results of the vote were as follows:

VOTES FOR:	2,109,755
VOTES AGAINST:	463,462
VOTES ABSTAINED:	25,051
BROKER NON-VOTES:	3,021,032

Proposal 3. The approval, in an advisory (non-binding) vote, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement dated November 12, 2020 for the Annual Meeting.

The stockholders duly approved the compensation of the Company’s named executive officers. The results of the vote were as follows:

VOTES FOR:	2,212,224
VOTES AGAINST:	324,108
VOTES ABSTAINED:	61,936
BROKER NON-VOTES:	3,021,032

Proposal 4. The ratification of the appointment of OUM & Co., LLP as the Company’s independent auditors for the year ending December 31, 2020.

The stockholders ratified the appointment of OUM & Co., LLP as the Company’s independent auditors for the year ending December 31, 2020. The results of the vote were as follows:

VOTES FOR:	5,354,850
VOTES AGAINST:	111,979
VOTES ABSTAINED:	152,471

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit	Description
99.1	Press Release datedDecember 30, 2020

SIGNATURE

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

EKSO BIONICS HOLDINGS, INC.
By:	/s/ John F. Glenn
Name:	John F. Glenn
Title:	Chief Financial Officer
Dated:	12/31/2020

Document

December 30, 2020                         

Ekso Bionics’ Stockholders Elect Mary Ann Cloyd and Rhonda A. Wallen to its Board of Directors

RICHMOND, Calif., Dec. 30, 2020 (GLOBE NEWSWIRE) -- Ekso Bionics Holdings, Inc. (Nasdaq: EKSO) (the “Company”), an industry leader in exoskeleton technology for medical and industrial use, today announced the election of Mary Ann Cloyd and Rhonda A. Wallen to its Board of Directors by vote of stockholders at its 2020 Annual Meeting on December 29, 2020, effective immediately.

“We are excited to welcome Mary Ann and Rhonda to our Board, both of whom add decades of business and healthcare knowledge,” said Jack Peurach, President and Chief Executive Officer of Ekso Bionics. “They are industry veterans with extensive experience serving on boards and overseeing corporate strategies. We are confident they will provide valuable perspectives as we continue to fulfill our mission to amplify human motion across medical and industrial verticals with advanced robotics.”

Ms. Cloyd brings nearly 40 years of experience in public accounting and advisory, corporate governance, and risk management and oversight. She currently serves on the Boards of Bellerophon Therapeutics, Fresh Del Monte Produce, and NCMIC Group. Active in professional and community organizations, Ms. Cloyd is also on the Board of the Geffen Playhouse and the Advisory Board of the UCLA Iris Cantor Women’s Center. From 1990 until her retirement in 2015, Ms. Cloyd was a senior partner at PricewaterhouseCoopers LLP (“PwC”), where she served multinational corporate clients in a variety of industries, including the biotechnology and pharmaceutical industries. She was the leader of the PwC Center for Board Governance from 2012 to 2015 and has also served on both PwC’s Global and U.S. Boards. Ms. Cloyd also served on the Board of Trustees of the PwC Charitable Foundation, and previously served as President of the Foundation.

“I am honored to join Ekso Bionics’ Board and to be part of such an innovative company that is elevating the standard of care for medical patients and improving industrial workforce productivity,” said Ms. Cloyd. “I look forward to providing my industry and advisory expertise to strengthen customer and stockholder value.”

Ms. Wallen has 25 years of experience working within the life sciences and healthcare industries. With a focus on business management and corporate development, Ms. Wallen brings board oversight as well as investment expertise. Currently VP Marketing & Corporate Development of SteriLumen, the medical division of AppliedUV, she was most recently the Head of Corporate Development for Terumo BCT, the biomedical division of Terumo Corporation. Previously, Ms. Wallen served as the Chief Operating Officer of Andarix Pharmaceuticals. Also, during this time as a consultant with Cygnet Venture Management, she held senior level business development and marketing positions where she worked with life science CEOs and founders to validate the strategic direction of emerging growth companies, define key milestones and complete

corporate financings. Ms. Wallen is a Director of Boulder Community Health, and a Board Advisor to venture-backed companies, DrugViu and Aromyx.

“I am thrilled to join the Board of Ekso Bionics, a company that provides unique medical and industrial solutions,” said Ms. Wallen. “I recognize the daily value that Ekso Bionics creates with its cutting-edge EksoNR and EVO exoskeletons, and am excited for the Company’s future in bringing differentiated and advanced robotics to recovering stroke patients as well as industrial clients.”

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. The Company 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.

Investor Contact:

David Carey

212-867-1768

investors@eksobionics.com

Source: Ekso Bionics Holdings, Inc.