UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



 

SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934



 

Ekso Bionics Holdings, Inc.

(Name of Subject Company (Issuer) and Filing Person (Offeror))



 

WARRANTS TO PURCHASE COMMON STOCK

(Title of Class of Securities)

282644103

(CUSIP Number of Common Stock Underlying Warrants)

Mr. Nathan Harding, CEO
Ekso Bionics Holdings, Inc.
1414 Harbour Way South, Suite 1201
Richmond, California 94804
(510) 984-1761

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)



 

Copy to:

Michelle L. Basil, Esq.
Nutter, McClennen & Fish, LLP
155 Seaport Boulevard
Boston, MA 02210
(617) 439-2000



 

CALCULATION OF FILING FEE:

 
Transaction valuation(1)   Amount of filing fee(1)(2)
$42,571,500.00   $4,947.00

(1) Estimated for purposes of calculating the amount of the filing fee only. The transaction is an offer to amend and exercise warrants to purchase an aggregate of 30,300,000 shares of common stock (the “Offer to Amend and Exercise”), consisting of outstanding warrants to purchase 30,300,000 shares of the Company’s common stock at an exercise price of $2.00 per share, issued to investors participating in the Company’s private placement financing with respect to which closings occurred on January 15, 2014, January 29, 2014 and February 6, 2014 (the “Original Warrants”). The transaction value is calculated pursuant to Rule 0-11 using $1.405 per share of common stock, which represents the average of the high and low sales price of the common stock on October 22, 2014.
(2) Calculated by multiplying the transaction value by .0001162.
o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

 
Amount Previously Paid: N/A   Filing Party: N/A
Form or Registration Number: N/A   Date Filed: N/A
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
o going private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of a tender offer: o

The alphabetical subsections used in the Item responses below correspond to the alphabetical subsections of the applicable items of Regulation M-A promulgated under the federal securities laws.

If applicable, check the appropriate box(es) below to designate the appropriate note provision(s):

o Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
 

 

 
 

TABLE OF CONTENTS

TABLE OF CONTENTS

 
 

Item 1.

SUMMARY TERM SHEET

     1  

Item 2.

SUBJECT COMPANY INFORMATION

     1  

Item 3.

IDENTITY AND BACKGROUND OF FILING PERSON

     1  

Item 4.

TERMS OF THE TRANSACTION

     1  

Item 5.

PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

     1  

Item 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

     2  

Item 7.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     2  

Item 8.

INTEREST IN SECURITIES OF THE SUBJECT COMPANY

     2  

Item 9.

PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

     2  

Item 10.

FINANCIAL STATEMENTS

     2  

Item 11.

ADDITIONAL INFORMATION

     2  

Item 12.

EXHIBITS

     3  

Item 13.

INFORMATION REQUIRED BY SCHEDULE 13E-3

     3  
SIGNATURE     4  
EX-99(a)(1)(A)
         
EX-99(a)(1)(B)
         
EX-99(a)(1)(C)
         
EX-99(a)(1)(D)
         
EX-99(a)(1)(E)
         
EX-99(a)(1)(F)
         
EX-99(d)(1)
         
EX-99(d)(2)
         

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TABLE OF CONTENTS

Item 1. SUMMARY TERM SHEET.

The information under the heading “Summary of Terms” in the Offer to Amend and Exercise filed as Exhibit (a)(1)(B) to this Schedule TO is incorporated herein by reference.

Item 2. SUBJECT COMPANY INFORMATION.
(a) The name of the subject company (issuer) and filing person (offeror) is Ekso Bionics Holdings, Inc., a Nevada corporation (the “Company”). The address and telephone number of its principal executive offices are 1414 Harbour Way South, Suite 1201 Richmond, California 94804, Attn: Corporate Secretary, telephone number (203) 723-EKSO.
(b) The Original Warrants that are subject to the Offer to Amend and Exercise are outstanding warrants to purchase 30,300,000 shares of the Company’s common stock at an exercise price of $2.00 per share, issued to investors participating in the Company’s private placement financing with respect to which closings occurred on January 15, 2014, January 29, 2014 and February 6, 2014 (the “Original Warrants”).

As of September 30, 2014, the Company has: (i) 78,584,173 shares of common stock outstanding; (ii) outstanding warrants to purchase 36,676,363 shares of common stock (30,300,000 of which are the Original Warrants); and (iii) outstanding equity awards to purchase 9,910,969 shares of common stock issued pursuant to the Company’s 2014 Equity Incentive Plan (the “Plan”). In addition, the Company has reserved an additional 4,360,782 shares of common stock for issuance pursuant to the Plan.

(c) The information set forth in Section 13: “Trading Market and Price Range of Original Warrants, Amended Warrants and Common Stock” of the Offer to Amend and Exercise is incorporated herein by reference.
Item 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a) The Company is the filing person and the subject company. The address and telephone number of each of the Company’s executive officers and directors is 1414 Harbour Way South, Suite 1201 Richmond, California 94804, Attn: Corporate Secretary, telephone number (203) 723-EKSO. The information set forth in Section 18: “Interests of Directors and Executive Officers in the Offer To Amend and Exercise” is incorporated herein by reference.
Item 4. TERMS OF THE TRANSACTION.
(a) Information about the terms of the transaction under the headings “Summary of Terms” and “Description of Offer to Amend and Exercise” of the Offer to Amend and Exercise is incorporated herein by reference.
(b) Three of the Company’s independent directors hold Original Warrants and are eligible to participate in the Offer to Amend and Exercise on the same terms and conditions as the other holders of the Original Warrants. See Section 18: “Interests of Directors and Executive Officers in the Offer to Amend and Exercise” of the Offer to Amend and Exercise, which is incorporated herein by reference.
Item 5. PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(e) See Section 22: “Fees and Expenses” of the Offer to Amend and Exercise, which is incorporated herein by reference, for a description of the Company’s retention of Katalyst Securities LLC and EDI Financial, Inc. (together, the “Warrant Agents”) to serve as the Warrant Agents for the Offer to Amend and Exercise.

The Company entered into a Registration Rights Agreement under which the Company agreed to register the resale of the common stock underlying the Original Warrants. The description of the Registration Rights Agreement contained in the Registration Statement on Form S-1 of the Company (File No. 333-182101), as filed on May 7, 2014, under the section entitled “Certain Relationships

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TABLE OF CONTENTS

and Related Transactions — Registration Rights,” is incorporated herein by reference. Additionally, see Section 12: “Registration of Warrant Shares” of the Offer to Amend and Exercise, which is incorporated herein by reference.

Item 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(a) The information set forth in Section 2: “Purposes of the Offer to Amend and Exercise and Use of Proceeds; Plans or Proposals” of the Offer to Amend and Exercise is incorporated herein by reference.
(b) The information set forth in Section 2: “Purposes of the Offer to Amend and Exercise and Use of Proceeds; Plans or Proposals” of the Offer to Amend and Exercise is incorporated herein by reference.
(c) The information set forth in Section 2: “Purposes of the Offer to Amend and Exercise and Use of Proceeds; Plans or Proposals” of the Offer to Amend and Exercise is incorporated herein by reference.
Item 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
(a) Not applicable.
(b) Not applicable.
(d) Not applicable.
Item 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in Section 18: “Interests of Directors and Executive Officers in the Offer to Amend and Exercise” in the Offer to Amend and Exercise is incorporated herein by reference.
(b) The information set forth in Section 15: “Transactions and Agreements Concerning Original Warrants” of the Offer to Amend and Exercise is incorporated herein by reference.
Item 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in Section 22: “Fees and Expenses” of the Offer to Amend and Exercise is incorporated herein by reference.
(b) The information set forth in Section 22: “Fees and Expenses” of the Offer to Amend and Exercise is incorporated herein by reference.

Item 10.  FINANCIAL STATEMENTS.

(a) The financial information required by Item 1010(a) is included in Section 17 “Historical and Pro-Forma Financial Information and Other Financial Information Regarding the Company” and Exhibits A and B of the Offer to Amend and Exercise and is incorporated herein by reference.
(b) The pro forma financial information required by Item 1010(b) is included in Section 17 “Historical and Pro-Forma Financial Information and Other Financial Information Regarding the Company” and Exhibit C of the Offer to Amend and Exercise and is incorporated herein by reference.

Item 11.  ADDITIONAL INFORMATION.

(a)

(1)

Except as set forth in Items 8 and 9 above, there are no present or proposed contracts, arrangements, understandings or relationships between the Company and its executive officers, directors or affiliates relating, directly or indirectly, to the Offer to Amend and Exercise.

(2) Not applicable.
(3) Not applicable.
(4) Not applicable.
(5) None.

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(b) Not applicable.
(c) None.

Item 12.  EXHIBITS.

The following are attached as exhibits to this Schedule TO:

   
(a)   (1)(A)   Letter to Holders of Original Warrants
     (1)(B)   Offer to Amend and Exercise
     (1)(C)   Form of Election to Consent, Participate and Exercise Warrant
     (1)(D)   Form of Notice of Withdrawal
     (1)(E)   Form of Amendment to Original Warrant (with respect to Offer to Amend and Exercise)
     (1)(F)   Form of Amendment to Original Warrant (with respect to Anti-Dilution Amendment)
(b) Not applicable.

   
(d)   (1)   Warrant Agent Agreement, dated October 21, 2014, by and between the Company and Katalyst Securities LLC
     (2)   Warrant Agent Agreement, dated October 21, 2014, by and between the Company and EDI Financial, Inc.
     (3)   Registration Rights Agreement (incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, as filed with the SEC on January 23, 2014)
     (4)   “Certain Relationships and Relationships and Related Transactions — Registration Registration Rights” contained in Statement on Form S-1 (File No. 333-182101) (as filed with the SEC on May 7, 2014, declared effective on June 20, 2014 and incorporated herein by reference)
(g) None.
(h) None.

Item 13.  INFORMATION REQUIRED BY SCHEDULE 13E-3.

Not Applicable.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EKSO BIONICS HOLDINGS, INC.

By: /s/ Nathan Harding

Name: Nathan Harding
Title:  Chief Executive Officer
      (Principal Executive Officer)

Date: October 23, 2014

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