UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
EKSO BIONICS HOLDINGS, INC. |
| (Name of Issuer) |
Common Stock, $0.001 par value per share |
| (Title of Class of Securities) |
282644301 |
| (CUSIP Number) |
September 15, 2020 |
| (Date of event which requires filing of this statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
☐ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. | 282644301 | SCHEDULE 13G | Page | 2 | of | 9 |
| 1 | NAMES OF REPORTING PERSONS |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 Shares |
| 6 | SHARED
VOTING POWER 423,000 Shares | |
| 7 | SOLE
DISPOSITIVE POWER 0 Shares | |
| 8 | SHARED
DISPOSITIVE POWER 423,000 Shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 423,000 Shares |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.086% |
| 12 | TYPE
OF REPORTING PERSON CO |
| CUSIP No. | 282644301 | SCHEDULE 13G | Page | 3 | of | 9 |
| 1 | NAMES OF REPORTING PERSONS
Azimut Investments S.A. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY
|
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Luxembourg |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE
VOTING POWER 0 Shares |
| 6 | SHARED
VOTING POWER 423,000 Shares | |
| 7 | SOLE
DISPOSITIVE POWER 0 Shares | |
| 8 | SHARED
DISPOSITIVE POWER 423,000 Shares |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 423,000 Shares |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.086% |
| 12 | TYPE
OF REPORTING PERSON CO |
| CUSIP No. | 282644301 | SCHEDULE 13G | Page | 4 | of | 9 |
| Item 1(a). | Name of Issuer: |
| EKSO Bionics Holdings, Inc. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
1414 Harbour Way South, Suite 1201 Richmond, CA 94804 United States | |
| Item 2(a). | Name of Person Filing: |
This Statement is filed by each of the entity and person listed below, referred to herein as the “Reporting Person”:
| |
(i) AZ Fund 1 - AZ Allocation - Trend is a Sub-fund of AZ Fund 1, an umbrella fund established under Luxembourg law, pursuant to Part I of the Law of 17 December 2010 relating to undertakings for collective investment, created in accordance with fund management regulations (the “Management Regulations”) approved on 4 February 2000 by the Board of Directors of AZ Fund Management S.A. (currently “Azimut Investments S.A.”) (the “Management Company”) and published in the Memorial Compendium of Companies and Associations (the “Memorial”) on 13 March 2000 after having been filed with the Registrar of the District Court of Luxembourg on 28 February 2000. The Management Regulations were amended on 27 April 2001, 4 December 2002, 13 February 2006, 29 May 2006, 18 July 2006, 11 December 2006, 25 January 2008, 29 February 2008, 10 September 2008, 19 January 2009, 27 April 2009, 3 February 2010, 1 March 2010, 20 August 2012, 18 November 2014 and 4 January 2021. The latest amendments were filed with the Business Register on 14 January 2021. As an umbrella fund, the Fund has no legal personality. Its assets belong to its investors (joint tenancy) and are separate from those of the Management Company and any other fund managed.
Azimut Investments S.A. is a Luxembourg corporation that manages the affairs of AZ Fund 1 - AZ Allocation - Trend. Claudio Basso is the Chief Investment Officer of the Management Company. The Management Company and Claudio Basso may be deemed to share voting and dispositive control over the shares held by AZ Fund 1 AZ Allocation – Trend.
(ii) The Management Company manages the Sub-fund identified in (i) above and may be deemed to share voting and dispositive control over the shares held by the Sub-fund.
| |
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business office of the Reporting Person is:
c/o Azimut Investments S.A. 35, Avenue Monterey L-2163 Luxembourg |
| CUSIP No. | 282644301 | SCHEDULE 13G | Page | 5 | of | 9 |
| Item 2(c). | Citizenship: |
AZ Fund 1 AZ Allocation - Trend – Luxembourg Azimut Investments S.A. – Luxembourg | |
| Item 2(d). | Title of Class of Securities: |
| Common Stock, par value $0.001 per share | |
| Item 2(e). | CUSIP Number: |
| 282644301 | |
| Item 3. | If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Exchange Act; | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Exchange Act; | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act; | ||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | ||
| (j) | þ | A non-U.S. institution, in accordance with Rule 13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
| CUSIP No. | 282644301 | SCHEDULE 13G | Page | 6 | of | 9 |
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Foreign mutual funds.
| Item 4. | Ownership. |
| AZ Fund 1 AZ Allocation - Trend | |
| (a) Amount Beneficially Owned: 423,000 Common Stock shares. | |
| (b) Percent of Class: 5.086% based on 8,316,308 Common Shares outstanding, as reported on Form 10-Q, Quarterly Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934, filed on October 29, 2020. | |
(c) Number of shares as to which the person has |
| (i) | Sole power to vote or direct the vote: 0 | |
| (ii) | Shared power to vote or direct the vote: 423,000 | |
| (iii) | Sole power to dispose or direct the disposition: 0 | |
| (iv) | Shared power to dispose or direct the disposition: 423,000 |
| Azimut Investments S.A. | |
| (a) Amount Beneficially Owned: 423,000 Common Stock shares. | |
| (b) Percent of Class: 5.086% based on 8,316,308 Common Shares outstanding, as reported on Form 10-Q, Quarterly Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934, filed on October 29, 2020. | |
(c) Number of shares as to which the person has |
| (i) | Sole power to vote or direct the vote: 0 | |
| (ii) | Shared power to vote or direct the vote: 423,000 | |
| (iii) | Sole power to dispose or direct the disposition: 0 | |
| (iv) | Shared power to dispose or direct the disposition: 423,000 |
| CUSIP No. | 282644301 | SCHEDULE 13G | Page | 7 | of | 9 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| None. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| None. | |
| Item 8. | Identification and Classification of Members of the Group. |
| None. | |
| Item 9. | Notice of Dissolution of Group. |
| None. | |
| Item 10. | Certifications. |
| None. |
By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
| CUSIP No. | 282644301 | SCHEDULE 13G | Page | 8 | of | 9 |
SIGNATURES
After reasonable 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.
Dated: February 12, 2021
| AZ FUND 1 AZ ALLOCATION - TREND | ||
By: |
/s/ Giorgio Medda | |
| Name: | Giorgio Medda | |
| Title: | General Manager, Azimut Investments S.A. | |
AZIMUT INVESTMENTS S.A. | ||
By: |
/s/ Giorgio Medda | |
| Name: | Giorgio Medda | |
| Title: | General Manager, Azimut Investments S.A. | |
| CUSIP No. | 282644301 | SCHEDULE 13G | Page | 9 | of | 9 |
EXHIBIT 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)
The undersigned hereby agree, on this 12th day of February, 2021, that this Schedule 13G (as so amended, the “Schedule 13G”) with respect to the Common Stock of EKSO Bionics Holdings, Inc. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.
Dated: February 12, 2021
| AZ FUND 1 AZ ALLOCATION - TREND | ||
By: |
/s/ Giorgio Medda | |
| Name: | Giorgio Medda | |
| Title: | General Manager, Azimut Investments S.A. | |
AZIMUT INVESTMENTS S.A. | ||
By: |
/s/ Giorgio Medda | |
| Name: | Giorgio Medda | |
| Title: | General Manager, Azimut Investments S.A. | |