SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 20, 2019
Ekso Bionics Holdings, Inc.
(Exact Name of Registrant as specified in its charter)
(State or Other Jurisdiction
|(Commission File Number)||
1414 Harbour Way South, Suite 1201
Richmond, California 94804
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(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 (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))|
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. ¨
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|
|Item 5.02||Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.|
On June 20, 2019, Ekso Bionics Holdings, Inc. (the “Company,” “we” or “our”) held our annual meeting of stockholders (the “Annual Meeting”) in Richmond, California. The disclosure set forth in Item 5.07 regarding Proposal 1, the election of each of Steven Sherman, Jack Peurach, Ted Wang, Ph. D., Marilyn Hamilton, Charles Li, Ph. D., Stanley Stern and Thomas A. Schreck 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.
|Item 5.07||Submission of Matters to a Vote of Security Holders.|
Of the 67,669,227 shares of common stock outstanding and entitled to vote at the Annual Meeting, 52,830,530 shares were present at the Annual Meeting either in person 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 2019 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
|Ted Wang, Ph. D.||28,183,982||387,288||24,259,260|
|Charles Li, Ph. D.||28,075,032||496,238||24,259,260|
|Thomas A. Schreck||28,246,937||324,333||24,259,260|
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 9,114,285 shares to 12,614,285 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:
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 April 30, 2019 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:
Proposal 4. The ratification of the appointment of OUM & Co., LLP as the Company’s independent auditors for the year ending December 31, 2019.
The stockholders ratified the appointment of OUM & Co., LLP as the Company’s independent auditors for the year ending December 31, 2019. The results of the vote were as follows:
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/ John F. Glenn|
|Name:||John F. Glenn|
|Title:||Chief Financial Officer|
Dated: June 26, 2019