March 5, 2014

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jay Ingram, Legal Branch Chief

Ladies and Gentlemen:

On behalf of our client, Ekso Bionics Holdings, Inc. (the “Company”), set forth below is the response of the Company to the comments of the staff of the Securities and Exchange Commission (the “SEC”) provided by a letter dated February 19, 2014. The comment letter relates to the Company’s Form 8-K filed January 23, 2014 (the “Form 8-K”).

As described in more detail below, the Company anticipates revising the Form 8-K to address many of the staff’s comments. The Company also expects to file its transition report as an amendment to its Current Report on Form 8-K on or before March 31, 2014 to include audited financial statements for Ekso Bionics, Inc. for the year ended December 31, 2013 (the “Amendment”). The Company believes that the changes to the Form 8-K will not be so material as to warrant an immediate amendment of the Form 8-K and respectfully requests that the staff permit the Company to incorporate the staff’s comments into the Amendment to be filed on or before March 31, 2014.

For your convenience, each staff comment is presented below in italics, with the Company’s response immediately following in regular type. Capitalized terms not otherwise defined in this letter have the meanings ascribed to them in the Form 8-K.

General

As noted above, the Company now intends to file its transition report as an amendment to its Current Report on Form 8-K filed with the SEC on January 23, 2014, which Amendment will be filed on or before March 31, 2014. The Amendment will include audited financial statements for Ekso Bionics, Inc. for the year ended December 31, 2013.

Item 2.01 Completion of Acquisition or Disposition of Assets, page 4

Description of Business, page 11

General

Most of the raw materials used to manufacture the Ekso are sourced in the San Francisco Bay Area and consist of machined components, batteries, printed circuit boards and cables. The materials used are primarily aluminum, titanium, stainless steel and carbon fiber. These raw materials are readily available, and the Company is not dependent on any principal supplier. The Company has not entered into any material agreements with any of its suppliers that would be required to be filed as an exhibit to the Form 8-K.

In the Amendment and in future filings, if applicable, the Company will expand its discussion under “Ekso Bionics’ Medical Technology” to address sources and availability of raw materials and will make appropriate revisions to the risk factor regarding disruption or loss of relationships with vendors and suppliers.

The Company engages in research and development in an effort to enhance the effectiveness, ease of use, safety and reliability of its medical, commercial, and strength-enhancing exoskeletons and to expand the applications for its products. The Company’s research and development expenditures were $4.3 million and $3.2 million in 2012 and 2011, respectively. In addition, as part of its engineering services, which are paid for by grant funding, by collaboration partners, or by engineering services customers, the Company generated engineering services revenue for which it incurred additional research and development costs. Such cost of engineering services amounted to $1.8 million and $1.3 million in 2012 and 2011, respectively.

The Company will expand its discussion of its research and development costs in the Amendment and in future filings, if applicable.

Overview, page 12

The Company will revise the third paragraph of the section entitled “Description of Business – Overview” in the Amendment to provide as follows:

“We believe the Company is at a key point in the growth of its business. From inception to September 2013, Ekso Bionics has accumulated over $35.0 million of losses and in July 2013 furloughed 30 of its 71 employees in order to extend operations to the end of 2013. In January 2014, the Company completed the Merger and PPO, resulting in $30.3 million in gross proceeds. With the additional capital resulting from the Merger and PPO, the Company believes that it now has the resources to further penetrate the medical market and to begin to penetrate the military and industrial markets over the next several years.”

The Technology, page 13

The Company has not generated any licensing revenue in fields outside of the present areas of commercialization through December 31, 2013. The Company will revise the disclosure regarding licensing revenue in the Amendment and in future filings, if applicable, to reflect this fact.

The Company will expand its disclosure in the Amendment and in future filings, if applicable, to clarify that “issued” patents refers to patents that have been granted, patents “in prosecution” refers to patents where a complete application has been filed with the applicable patent authority and additional action is pending, and “provisional” patent applications refers to a short form application that is filed to establish an early filing date in anticipation of completion and submission of a complete application.

Medical Market Strategy, page 15

The Company’s initial go-to-market strategy began in the first quarter of 2012. The Company initiated its second, and current, go-to-market strategy in July 2013. The Company will revise its disclosure to include these dates in the Amendment and in future filings, if applicable.

Potential Market for our Medical Products, page 16

In estimating the size of the potential market, the Company looked at both (a) the number of incidences for SCI and Stroke across Europe and (b) the number of centers/hospitals.  Given the Company’s current sales and marketing focus on driving adoption at rehabilitation and related centers, the Company focused its description in the 8-K filing on the number of centers/hospitals as it estimates them to be.

For its estimate of  SCI centers and of hospitals in Europe, the Company took the estimated number of centers/hospital in those countries where data was readily available to it and calculated estimates for countries where the data was not readily available based on population and then totaled these figures. Separate and apart from these calculations, a presentation by Paul Garassus, M.D., the Vice President of the French Health Economic Society and member of the European Private Hospitals Union, at the World of Health IT Conference in 2010 reported that there are approximately 12,000 private and public hospitals, of which an estimated 4,600 are classified as acute care facilities. (Source:  http://www.worldofhealthit.org/sessionhandouts/documents/PS21-4-Garassus.pdf)

Competition, page 20

The various technologies that compete with the Company’s technology represent therapeutic interventions with utility at varying points of the continuum of care. Clinically, the Ekso is unique in its broad ability to mobilize pre- or even non-ambulatory patients using a full weight bearing, over ground, task-based platform. From a practice management perspective, the Ekso is less expensive than many other systems, has a smaller footprint, the ability to move around the hospital, and uses standard power requirements that make it easy to integrate into existing infrastructure. In addition, the Ekso’s design accommodates patients with complete paraplegia, and also includes features that are optimized to assist therapists in helping patients with some motor ability learn to walk again in a clinical setting.

On the other hand, certain of our competitors are better capitalized, have benefited from a first-mover advantage, and offer their products at a lower price.

As noted in the Form 8-K, the field of robotic exoskeleton technology remains in its infancy, and it is impossible to predict all of the competitive pressures that will be faced by the Company. Further, the Company believes that its biggest challenge is not necessarily from competitive technologies, but rather achieving market awareness and adoption of our technology while acclimating prospective customers to a fundamentally new paradigm in neuro-rehabilitation and mobility, as well as addressing funding issues encountered by prospective customers. As such, the Company respectfully submits that the disclosure in the “Competition” section of the Form 8-K sufficiently describes the Company’s competitive position.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 37

The contract with USSOCOM is a fixed price contract. There is no contingent consideration.

The statement of work describes four milestones divided into tasks and sub-tasks, with required accomplishments and progress payments associated with each milestone. Each milestone must be successfully accomplished and verified in order to receive payment and proceed to the next sub-task. The first four milestones relate to the development and delivery of a functional prototype exoskeleton device that significantly reduces the load on users while introducing a negligible metabolic impact and meets other specifications set forth in the agreement. Payments for these milestones are $150,000, $200,000, $250,000 and $250,000 for each of the first four milestones, respectively. The final task of the project relates to the submission of a report summarizing testing results and a recommended path forward for which the payment is $146,000. This is the first award granted under USSOCOM's TALOS (Tactical Assault Light Operator Suit) project.

The Company will revise the disclosure in the Description of Business, Exoskeleton Technology for Able-Bodied Applications section of the Form 8-K, to more fully explain the milestones and related payments. The Company, respectfully, does not believe further disclosure of the USSOCOM contract is needed in Management’s Discussion and Analysis of the Form 8-K because there is no revenue from this contract related to 2013. However, once there is revenue generated in a reporting period under the USSOCOM contract, disclosure of the progress and related revenue will be added to Management’s Discussion and Analysis as appropriate.

Financial Condition, Liquidity and Capital Resources, page 46

The Company estimates its current monthly operating expenses, including direct labor and overhead, to be approximately $950,000. The Company updates its projected cash needs regularly to address changes in its business plans. The Company will update this information in its discussion of financial condition, liquidity and capital resources in the Amendment and further filings, as applicable, using the most current available information.

Changes in other operating assets and liabilities impacted cash used in operating activities. The most significant adjustment to net loss was from the increase in 2013 in customer advances and deferred revenues net of deferred costs of revenues. The change in 2013 was due to an increase in the number of medical devices shipped over 2012 for which the Company was paid but the revenue, net of costs, was deferred and amortized over the maintenance period.

The Company will include a discussion about the changes in other operating assets and liabilities in the Amendment.

Security Ownership of Certain Beneficial Owners and Management, page 49

David L. Nimmo is the President and Chief Executive Officer of Chickasaw Nation Industries, Inc., which is the sole member of CNI Commercial, LLC, and in such capacity Mr. Nimmo has the power and authority to vote and make dispositive decisions with respect to stock held by Chickasaw Nation Industries, Inc. and CNI Commercial, LLC. The Company will revise the footnote to the beneficial ownership table in the Amendment and future filings, if applicable, to reflect this information.

Directors, Executive Officers, Promoters and Control Persons, page 51

Directors, page 52

The Company will include in the Amendment and future filings, if applicable, a discussion of the specific experience, qualifications, attributes and skills that led to the conclusion that each director should serve as a director in light of the Company’s business and structure.

As requested, the Company will add relevant dates to Mr. Peurach’s history for at least the past 5 years in the Amendment and future filings, if applicable.

Director Compensation, page 61

Certain Relationships and Related Transactions, page 62

Indemnification of Directors and Officers, page 68

Item 3.02 Unregistered Sales of Equity Securities, page 69

Shares Issued in Connection with the Merger, page 69

Consolidated Statements of Operations, page F-4

The Company intentionally omitted presentation of historical basic and diluted per share data on the face of the consolidated statements of operations because such information is of little usefulness, and even confusing, due to the significant recapitalization which occurred on January 15, 2014. The Company believes the proforma net loss per share in the proforma consolidated statements of operations for the period from January 1, 2013 to September 30, 2013 and the year ended December 31, 2012 provide more meaningful per share data information in lieu of a historical presentation. To further explain the Company’s rationale, shares outstanding on an historical basis were about 10 million but on a proforma basis, shares deemed outstanding were about 68 million.

2. Summary of Significant Accounting Policies and Estimates, page F-9

The Company uses the U.S. dollar as its functional currency. Since some of the Company's transactions are executed in various non-U.S. dollar currencies, the Company converts these transactions into U.S. dollars for reporting purposes and any foreign exchange transaction gains and losses are included in the consolidated statements of operations. Such gains or losses were $18,000 in 2012 and $3,000 for the nine months ended September 2013. Accordingly, no foreign currency translation gains/losses were charged or credited to comprehensive income/loss.

3. Fair Value Measurements, page F-18

The table which discloses changes in the value of the Level 3 liabilities presents only the account for unrealized appreciation (mark-to-market) of $174,292 used to adjust the contractual debt obligation of $3,354,021 to its fair value as of December 31, 2013.

In the Amendment and in future filings, the table will be adjusted to include a line item for the contractual debt obligation so that the two tables will agree.

Unaudited Pro Forma Consolidated Financial Statements

Note 2 – Pro Forma Presentation, page 7

The Company issued warrants to a prior lender in connection with services related to the conversion of the Bridge Notes and the Merger. The fair value of the warrants of $92,800 will be a one-time charge to interest expense on the date of close, January 15, 2014.

Article 11-02.(b)(5) states, in part, that “The pro forma condensed income statement shall disclose income (loss) from continuing operations before nonrecurring charges or credits directly attributable to the transaction.” Sub-paragraph (b)(6) states in part, that the pro forma income statement “shall include adjustments which give effect to events that are . . . (ii) expected to have a continuing impact on the registrant. . . .” Accordingly, the $92,800 non-recurring expense has been disclosed but not included as an adjustment to the pro forma statement of operations.

Sub-paragraph (b)(6) also states that, “Pro forma adjustments related to the pro forma condensed balance sheet . . . shall include adjustments which give effect to events that are directly attributable to the transaction and factually supportable regardless of whether they have a continuing impact or are nonrecurring.” Accordingly, the Company included adjustment (g) to the proforma balance sheet.

* * *

The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Form 8-K, that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the Form 8-K, and that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please feel free to contact the undersigned at 617-439-2477 if you have any question relating to the Form 8-K or this letter.