UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549 

Amendment No. 1 to

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: 

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

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

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):

This Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the “SEC”) on October 23, 2014 (the “Schedule TO”), relating to an offer by Ekso Bionics Holdings, Inc. (the “Company”) to amend warrants to purchase an aggregate of 30,300,000 shares of common stock issued to investors in the Company’s private placement financings that closed on January 15, 2014, January 29, 2014 and February 6, 2014.

Pursuant to Rule 12b-15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 1 amends and restates only the items of the Schedule TO that are being amended and restated hereby, and unaffected items and exhibits in the Schedule TO are not included herein. This Amendment No. 1 should be read in conjunction with the Schedule TO and the related Offering Materials, as the same may be further amended or supplemented hereafter and filed with the SEC.

The information set forth in Item 4 below is incorporated herein by reference.

This Amendment No. 1 amends and supplements Items 1 and 4 of the Schedule TO as follows:

Extension of the Offer to Amend and Exercise

The Company has extended the Offer to Amend and Exercise by four hours. The Offer to Amend and Exercise, which was previously scheduled to expire November 20, 2014 at 5:00 p.m. Pacific time, will now remain open until November 20, 2014 at 9:00 p.m. Pacific time (midnight Eastern time), unless further extended. Throughout the Schedule TO, the Offer to Amend and Exercise and the other Offering Materials and Acceptance and Exercise Documents, all references to the Expiration Date of the Offer to Amend and Exercise are hereby amended to extend the Expiration Date of the Offer to Amend and Exercise until 9:00 p.m. Pacific time (midnight Eastern time) on November 20, 2014.

Clarification Regarding Who May Participate in the Offer to Amend and Exercise

Although the Company requires that holders of Original Warrants complete an accredited investor questionnaire, holders of Original Warrants are not required to be accredited investors in order to participate in the Offer to Amend and Exercise. All holders of Original Warrants at the time of their investment in the Company’s private placement financing with respect to which closings occurred on January 15, 2014, January 29, 2014 and February 6, 2014 represented to the Company that they were accredited investors as of the date of their investment. If any holders of Original Warrants have ceased to be accredited investors, we ask that they indicate as such in the accredited investor questionnaire by checking the box marked “The entity is not an ‘Accredited Investor’ because none of the above apply.”

Accordingly, subsection (i) under the sub-heading “Conditions” in the Summary of Terms and subsection (i) under Section 6 “Conditions to the Offer to Amend and Exercise” in the Offer to Amend and Exercise are hereby amended by inserting the preceding paragraph of this “Clarification Regarding Who May Participate in the Offer to Amend and Exercise” at the end thereof.

Clarification Regarding Compliance with State Law

All statements in the Offer to Amend and Exercise stating that the Company will not accept any Election to Consent, Participate and Exercise Warrant from or on behalf of Original Warrant holders “in any jurisdiction in which the Offer to Amend and Exercise or the exercise of the Amended Warrants would not be in compliance with the laws of such jurisdiction” and any statements of similar import contained in the Offer to Amend and Exercise and the other Offering Materials and Acceptance and Exercise Documents are hereby deleted and replaced with the following: “The Company will not accept any Election to Consent, Participate and Exercise Warrant from or on behalf of Original Warrant holders in any state where the Company is prohibited from making the Offer to Amend and Exercise by administrative or judicial action pursuant to a state statute after a good faith effort by the Company to comply with such statute.”

Extension of Offer to Amend and Exercise Period

In the event that the Company elects to extend the Expiration Date, it will issue a notice of such extension by press release or other public announcement, which notice will include the approximate number of Warrant Shares to be purchased pursuant to the Offer to Amend and Exercise based upon the Offering Materials received by the Company as of such date, and will be issued no later than 6:00 a.m. Pacific time (9:00 a.m. Eastern time) on the next business day after the scheduled Expiration Date of the Offer to Amend and Exercise.

Accordingly, Section 7 “Extension of Offer to Amend and Exercise Period; Termination; Amendments” is hereby amended by adding the immediately preceding paragraph after the first sentence thereof.

This Amendment No. 1 amends and supplements Item 10(a) as follows:

The following table sets forth information regarding the Company’s ratio of earnings to fixed charges for each of the periods shown. For purposes of calculating this ratio, (i) earnings consist of loss from operations, and (ii) fixed charges consist of interest expense, which includes amortization of deferred financing costs and imputed interest on the Company’s lease obligations. The interest component of rent was determined based on an estimate of a reasonable interest factor at the inception of the leases.

(A)         Due to the Company’s loss for the fiscal years ended December 31, 2013 and 2012, the ratio coverage was less than 1:1 for such period. The Company would have had to generate additional earnings of $12.1 million and $15.1 million for the fiscal years ended December 31, 2013 and 2012, respectively, to have achieved a coverage ratio of 1:1.

(B)         Due to the Company’s loss for the six months ended June 30, 2014 and 2013, the ratio coverage was less than 1:1 for such period. The Company would have had to generate additional earnings of $8.7 million and $7.2 million for the six months ended June 30, 2014 and 2013, respectively, to have achieved a coverage ratio of 1:1.

This Amendment No. 1 amends and restates Item 12 as follows:

The following are attached as exhibits to this Schedule TO:

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.

Date: November 10, 2014