Ekso Bionics (EKSO) Proxy Filing summary

Executive summary

• A business combination is planned where Cloud will become a wholly owned subsidiary, and the parent will be renamed ChronoScale Corporation, with the transaction expected to close in Q2 2026.

• The Contributor will receive 138,216,820 new shares, representing about 97% of the combined company's equity pre-PIPE investment.

• The transaction is subject to customary closing conditions, including stockholder approval, SEC clearance of proxy materials, and a minimum cash balance of $15 million at closing.

• The PIPE investment will be completed concurrently with the closing, resulting in dilution for legacy stockholders.

• The company reported a significant year-over-year revenue decline and increased cash burn in Q4 2025, with preliminary unaudited results showing $3.0–$3.1 million in revenue and $1.2 million in cash at year-end.

Voting matters and shareholder proposals

• Stockholder approval is required for the business combination, new articles of incorporation, and the 2026 Omnibus Equity Incentive Plan.

• If not approved by written consent, a proxy statement will be mailed and a stockholder meeting held.

• Proposals include increasing authorized common stock, director removal provisions, and waiving certain corporate opportunities.

Board of directors and corporate governance

• The post-closing board will have seven directors: four designated by APLD Investors (including the Chairman), the CEO, and two mutually agreed upon directors.

• APLD Investors' board representation scales down as their ownership decreases, with consent rights over board size changes while holding at least 30%.

• The Second Restated Articles and Bylaws introduce supermajority requirements for director removal and bylaw amendments, and allow stockholder action by written consent while APLD holds >50%.