11.         Capitalization and Equity Structure

Reverse Stock Split

Before the opening of the stock market on June 2, 2025, the Company effected a 1-for-15 reverse split of its common stock (the "Reverse Stock Split"). As a result, all common stock share amounts included in this filing have been retroactively reduced by a factor of fifteen, rounded up to the nearest whole share, and all common stock per share amounts have been increased by a factor of fifteen, with the exception of the Company's common stock par value and the Company's authorized shares. Amounts affected include common stock outstanding, restricted stock units, common stock underlying stock options, and warrants.

As previously disclosed, on December 12, 2024, the Company received a written notice from the Nasdaq Listing Qualifications staff of the Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that because the minimum bid price for the Company’s common stock listed on the Nasdaq Capital Market was below $1.00 per share over the previous 30 consecutive business days, the Company did not meet the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Requirement"). The Reverse Stock Split was effected in order to raise the per share trading price of the Company's common stock above $1.00 and regain compliance with the Minimum Bid Price Requirement. On June 13, 2025, the Company regained compliance with the Minimum Bid Price Requirement.

Summary

The Company’s authorized capital stock as of  March 31, 2026 and  December 31, 2025 consisted of 141,429 shares of common stock and 10,000 shares of preferred stock. The authorized capital was not reduced in connection with the Reverse Stock Split. As of March 31, 2026 and December 31, 2025, there were 3,563 and 3,559 shares of common stock issued and outstanding, respectively, and 6 and 0 shares of preferred stock issued and outstanding, respectively.

January 2026 Private Placement

On January 20, 2026, the Company entered into securities purchase agreements (collectively, the “Purchase Agreements”) with certain institutional and accredited investors (the "Purchasers") pursuant to which the Company agreed to issue and sell, in a private placement (the “January 2026 Private Placement”), (i) an aggregate of 5.9 shares of the Company’s newly designated Series B Convertible Preferred Stock, with a stated value (the “Stated Value”) of $1,000 per share (the “Series B Preferred Stock”) convertible into an aggregate of 712 shares (the “January 2026 Conversion Shares”) of common stock of the Company, at a conversion price of $8.22 per share, at the holder's option and subject to certain customary adjustments, and (ii) warrants (the “January 2026 Private Placement Warrants”) to purchase up to an aggregate of 356 shares of the Company's common stock at an exercise price of $8.22 per share. Pursuant to the Purchase Agreements and subject to limited exceptions, Purchasers may not transfer or execute any short sales involving the Series B Preferred Stock, January 2026 Warrants, January 2026 Conversion Shares and shares of the Company's common stock underlying the January 2026 Warrants until the earlier of (x) six months following the closing of the January 2026 Private Placement and (y) two trading days after the Company consummates a change of control. The Series B Preferred Stock ranks senior to the Company’s common stock with respect to liquidation preferences and participating dividends and ranks junior to the Company’s indebtedness.

The closing of the January 2026 Private Placement took place on January 22, 2026. The Company received net proceeds of approximately $5,265, after deducting placement agent fees and offering expenses paid by the Company. The Company is using the net proceeds from the January 2026 Private Placement for working capital and general corporate purposes.

In connection with the January 2026 Private Placement, the Company issued to Lake Street Capital Markets, LLC a warrant (the “January 2026 Placement Agent Warrant”) to purchase up to 14 shares of the Company's common stock, at an exercise price equal to $8.22 per share.

October 2025 Offering

On October 30, 2025, the Company issued and sold an aggregate of 769 shares of its common stock in a registered direct offering (the “October 2025 Offering”) at an offering price of $4.81 per share. The Company received net proceeds of approximately $3,231 in the October 2025 Offering, after deducting the placement agent fees and offering expenses paid by the Company. The Company used the net proceeds from the October 2025 Offering for general corporate purposes, which included research and development activities, selling, general and administrative costs, pursuing strategic initiatives, and meeting its other working capital needs.

On October 30, 2025, in connection with the October 2025 Offering, the Company issued to Lake Street Capital Markets, LLC a warrant (the “October 2025 Placement Agent Warrant”) to purchase up to 15 shares of the Company's common stock, at an exercise price equal to $4.81 per share.

March 2025 Inducement Warrant Transaction

On March 17, 2025, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with an existing holder (the “Investor”) of one of the Company’s Series A common stock purchase warrants and one of the Company's Series B common stock purchase warrants (collectively, the “Existing Investor Warrants”) that the Company issued as part of the September 2024 Offering (as defined below), pursuant to which, among other things, the Investor exercised for cash its Existing Investor Warrants to purchase an aggregate of 653 shares (the “Existing Investor Warrant Shares”) of common stock at a reduced exercise price of $6.36 per share (the “Inducement Exercise”). In consideration for exercising the Existing Investor Warrants, the Company issued to the Investor a new common stock purchase warrant to purchase up to an aggregate of 700 shares of common stock (such warrant, the “Inducement Warrant” and such shares of common stock issuable upon exercise thereof, the “Inducement Warrant Shares”) (collectively, the "March 2025 Inducement Warrant"). The Inducement Warrant became exercisable on May 16, 2025, the date the Company received approval from the Company’s stockholders (the “Stockholder Approval Date”) in accordance with the applicable rules and regulations of The Nasdaq Capital Market, and may be exercised following such date through May 16, 2030, at an exercise price of $6.36 per share. The Company received net proceeds of approximately $3,853 from the March 2025 Inducement Warrant, after deducting the transaction expenses paid by the Company. The Company used the net proceeds from the March 2025 Inducement Warrant for general corporate purposes, which included growth and expansion of the Company's Personal Health products as the Company worked to increase its revenue following the establishment of Medicare CMS reimbursement of the Ekso Indego Personal device, research and development activities, selling, general and administrative costs, pursuing strategic initiatives, and meeting its other working capital needs.

September 2024 Offering

On August 29, 2024, the Company entered into an underwriting agreement with Craig-Hallum Capital Group LLC as underwriter (the "Underwriter") pursuant to which the Company issued and sold, in a firm commitment underwritten public offering (the "September 2024 Offering"), 207 shares of common stock, a pre-funded warrant to purchase 193 shares of common stock (the "Pre-Funded Warrant"), Series A common stock purchase warrants to purchase an aggregate of 400 shares of common stock (the "Series A Warrants"), and Series B common stock purchase warrants to purchase an aggregate of 400 shares of common stock (the "Series B Warrants"). The September 2024 Offering closed on September 3, 2024. The Company received net proceeds of approximately $5,003 in the September 2024 Offering, after deducting the underwriting discount and commissions and offering expenses paid by the Company.

January 2024 Offering

On  January 10, 2024, the Company entered into a securities purchase agreement with certain institutional investors to sell an aggregate of 198 shares of the Company’s common stock in a registered direct offering (the “January 2024 Offering”) at an offering price of $23.25 per share. The net proceeds of the January 2024 Offering were approximately $3,932 after deducting placement agent fees and offering expenses paid by the Company.

At the Market Offering

In October 2020, the Company entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC (the "Agent"), under which the Company may issue and sell shares of its common stock, from time to time, to or through the Agent. Offers and sales of shares of common stock by the Company through the Agent may be made by any method deemed to be an “at the market offering” as defined under SEC Rule 415 or in privately negotiated transactions, subject to certain conditions. Such shares may be offered pursuant to the registration statement on Form S-3 (File No. 333-272607) (the “Registration Statement”), which was declared effective by the SEC on June 20, 2023, and a related prospectus supplement filed with the SEC on July 28, 2023 (the “ATM Prospectus”). Pursuant to the Registration Statement and the ATM Prospectus, shares having an aggregate offering price of up to $5,000 may be offered and sold, subject to certain SEC rules limiting the amount of shares of the Company’s common stock that may be sold by the Company under the Registration Statement. On October 28, 2025, the Company terminated the ATM Prospectus. As a result, the Company expensed deferred issuance costs of $125 related to the ATM Agreement during the year ended December 31, 2025. For the comparable period, the Company did not sell any shares under the ATM Agreement during the three months ended  March 31, 2025.

Series B Convertible Preferred Shares and Warrants

January 2026 Series B Preferred Stock

The Series B Preferred Stock includes optional redemption rights, of which: (i) holders may require cash redemption at the Stated Value upon the suspension of the Company's common stock from trading on its principal trading market for a certain time period or the common stock failing to be listed on its principal trading market, and (ii) at any time after January 22, 2027, the Company or holders may redeem all or a portion of the shares at the Stated Value, subject to certain exceptions.

While the Series B Preferred Stock meets the equity classification criteria, the redemption features, particularly the time-based redemption right, make it probable of becoming redeemable. Accordingly, the Series B Preferred Stock is classified as Temporary equity (or mezzanine equity) in the Company's condensed consolidated balance sheet as of March 31, 2026.

The following table presents the accretion and carrying amount of the Series B Preferred Stock as of  March 31, 2026:

Warrants outstanding as of March 31, 2026 and  December 31, 2025 were as follows:  

^(*) The Inducement Warrant became exercisable upon the Stockholder Approval Date and may be exercised following such date through May 16, 2030.

No warrants were exercised during the three months ended March 31, 2026, compared to 824 warrants exercised during the same period of 2025. The weighted average exercise price of the warrants outstanding as of  March 31, 2026 was $7.48.

January 2026 Warrants

In January 2026, the Company issued the  January 2026 Private Placement Warrants to purchase up to an aggregate of 356 shares of the Company's common stock at an exercise price of $8.22 per share. Each January 2026 Private Placement Warrant is exercisable starting on July 22, 2026, subject to certain conditions set forth in the January 2026 Private Placement Warrants, including that the holder does not at the time of such exercise hold any shares of the Series B Preferred Stock or the January 2026 Conversion Shares.

On January 22, 2026, in connection with the January 2026 Private Placement, the Company issued to Lake Street Capital Markets, LLC the  January 2026 Placement Agent Warrant to purchase up to 14 shares of the Company's common stock, at an exercise price equal to $8.22 per share, in substantially the same form as the January 2026 Private Placement Warrants.

The exercise price of the January 2026 Private Placement Warrants is subject to adjustment in the event of stock dividends, stock splits, stock combinations, reorganizations or similar events affecting the Company's common stock. The January 2026 Private Placement Warrant may be exercised, at the holder's discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there is not an effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of common stock determined according to the formula set forth in the January 2026 Private Placement Warrant. However, subject to limited exceptions, a January 2026 Private Placement Warrant holder will not have the right to exercise any portion of such holder’s January 2026 Private Placement Warrant if the holder (together with such holder’s affiliates, and any persons acting as a group together with such holder or any of such holder’s affiliates) would beneficially own a number of shares of the Company's common stock in excess of 9.99% (or 19.99% on an aggregate basis with all of the other Purchasers in the January 2026 Private Placement) of the shares of the Company's common stock then outstanding and/or the then combined voting power of all of the Company’s securities immediately after giving effect to such exercise.

The January 2026 Private Placement Warrants and the January 2026 Placement Agent Warrant are classified as warrant liabilities due to not being indexed to the Company's common stock. These warrant liabilities were measured at fair value upon issuance and are remeasured to fair value at each reporting date using certain estimated inputs, which are classified within Level 3 of the fair value hierarchy. See Allocation of January 2026 Private Placement Proceeds above for information regarding the valuation of such warrants. The following assumptions were used in the valuations to measure the fair value of the January 2026 Private Placement Warrants and the January 2026 Placement Agent Warrant:

January 2026 Private Placement Warrants

January 2026 Placement Agent Warrant

October 2025 Warrants

In October 2025, the Company issued the October 2025 Placement Agent Warrant, exercisable for up to 15 shares of the Company’s common stock at an exercise price of $4.81 per share. The October 2025 Placement Agent Warrant was exercisable immediately and expire on October 30, 2030.

The October 2025 Placement Agent Warrant may be exercised, at the holder's discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there is not an effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of common stock determined according to the formula set forth in the October 2025 Placement Agent Warrant. However, a holder will not be entitled to exercise any portion of the October 2025 Placement Agent Warrant if the holder's ownership of the Company's common stock would exceed 4.99% (the "Beneficial Ownership Limitation"). The holder, upon notice to the Company, may increase the Beneficial Ownership Limitation to 9.99%, which increase shall not be effective until the 61st day after such notice is delivered to the Company.

In the event the Company enters into a Fundamental Transaction, as defined in the October 2025 Placement Agent Warrant, the holder of the October 2025 Placement Agent Warrant will be entitled to receive, upon exercise of these warrants, the kind of amounts of securities, cash, or other property that the holder would have received had they exercised these warrants immediately prior to such Fundamental Transaction without regard to the Beneficial Ownership Limitation contained in the October 2025 Placement Agent Warrant.

The October 2025 Placement Agent Warrant is classified as a component of stockholders’ equity within additional paid-in capital and was recorded at the October 2025 Offering issuance date. The October 2025 Placement Agent Warrant is equity classified because it (i) is a freestanding financial instrument that is legally detachable and separately exercisable from the equity instruments, (ii) is immediately exercisable, (iii) does not embody an obligation for the Company to repurchase its shares, (iv) permits the holder to receive a fixed number of shares of common stock upon exercise, (v) is indexed to the Company’s common stock, and (vi) meets the equity classification criteria. In addition, such October 2025 Placement Agent Warrant does not provide any guarantee of value or return.

March 2025 Inducement Warrant

In March 2025, the Company issued the Inducement Warrant to purchase up to an aggregate of 700 shares of common stock at an exercise price of $6.36 per share. The Inducement Warrant became exercisable upon the Stockholder Approval Date and may be exercised following such date through May 16, 2030.

September 2024 Warrants

In September 2024, the Company issued the Pre-Funded Warrant to purchase 193 shares of common stock, with an exercise price of $0.001 per share, for $2,897 in aggregate cash proceeds, which represents the September 2024 Offering price for the common stock of $15.00, less the per share exercise price. The Pre-Funded Warrant was fully exercised as of March 31, 2025.

In September 2024, the Company issued the Series A Warrants, which are exercisable for an aggregate of up to 400 shares of the Company’s common stock at an exercise price of $15.00 per share. The Series A Warrants were exercisable immediately and expire on September 4, 2029.

In September 2024, the Company issued the Series B Warrants, which were exercisable for an aggregate of up to 400 shares of the Company’s common stock at an exercise price of $15.00 per share. The Series B Warrants were exercisable immediately and expired on September 3, 2025.

The Series A Warrants  may be exercised, at the holder’s discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there is not an effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the Series A Warrant. However, a holder will not be entitled to exercise any portion of the Series A Warrants if the holder’s ownership of the Company’s common stock would exceed the Beneficial Ownership Limitation. The holder, upon notice to the Company, may increase the Beneficial Ownership Limitation to 9.99%, which increase shall not be effective until the 61st day after such notice is delivered to the Company.

In the event the Company enters into a Fundamental Transaction, as defined in the applicable Series A Warrant, the holders of the Series A Warrants will be entitled to receive, upon exercise of these warrants, the kind of amounts of securities, cash, or other property that the holders would have received had they exercised these warrants immediately prior to such Fundamental Transaction without regard to the Beneficial Ownership Limitation contained in the Series A Warrant. In addition, upon a Fundamental Transaction, subject to certain limitations and exceptions, the holder of the Series A Warrant may put the warrant back to the Company for an amount of cash equal to the Black-Scholes value of the remaining unexercised portion of the Series A Warrant, however, if such Fundamental Transaction is not considered within control of the Company, and not approved by the Company's Board of Directors, then the holder of the Series A Warrant would not be able to put the Series A Warrant back to the Company for cash.

The Series A Warrants are, and the Series B Warrants were, classified as a component of stockholders’ equity within additional paid-in capital and were recorded at the September 2024 Public Offering issuance date. The Series A Warrants are, and the Series B Warrants were, equity classified because they (i) are freestanding financial instruments that were legally detachable and separately exercisable from the equity instruments, (ii) are immediately exercisable, (iii) do not embody an obligation for the Company to repurchase its shares, (iv) permit the holders to receive a fixed number of shares of common stock upon exercise, (v) are indexed to the Company’s common stock, and (vi) meet the equity classification criteria. In addition, such Series A Warrants do not provide any guarantee of value or return.

2021 Warrants

In February 2021, the Company issued warrants (the "2021 Warrants"), exercisable for up to 18 shares of the Company’s common stock at an exercise price of $192.19 per share. The 2021 Warrants were exercisable immediately and expired on February 11, 2026. The 2021 Warrants may be exercised, at the holder's discretion, by (i) payment in full in immediately available funds for the number of shares of common stock purchased upon such exercise or (ii) if there is not an effective registration statement registering, or the prospectus contained therein is not available for the issuance of, the underlying common stock, a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of common stock determined according to the formula set forth in the 2021 Warrant. However, a holder will not be entitled to exercise any portion of the 2021 Warrants if the holder’s ownership of the Company’s common stock would exceed the Beneficial Ownership Limitation. The holder, upon notice to the Company, may increase the Beneficial Ownership Limitation to 9.99%, which increase shall not be effective until the 61st day after such notice is delivered to the Company.

The warrant liability related to the 2021 Warrants was measured at fair value upon issuance and at each reporting date using certain estimated inputs, which are classified within Level 3 of the fair value hierarchy. The following assumptions were used in the Black-Scholes model to measure the fair value of the 2021 Warrants: