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Subsequent Events (Narrative) (Details) (USD $)
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0 Months Ended | 1 Months Ended | 0 Months Ended | ||||
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Nov. 30, 2013
Ekso Bionics, Inc
Senior Subordinated Convertible Notes
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Jan. 15, 2014
Subsequent Event
Private Placement Offering
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Feb. 06, 2014
Subsequent Event
Private Placement Offering
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Jan. 15, 2014
Subsequent Event
Ekso Bionics, Inc
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Jan. 15, 2014
Subsequent Event
Ekso Bionics, Inc
Senior Subordinated Convertible Notes
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Jan. 15, 2014
Subsequent Event
Ekso Bionics, Inc
Restricted Common Stock
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Jan. 15, 2014
Subsequent Event
PN Med Split Off Corp
Common Stock
Majority Shareholders - Messrs. Perez Niklitschek and Molina Urra
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| No of shares issued in connection with merger | 42,615,546 | ||||||
| Warrants issued in connection with merger | 621,363 | ||||||
| Options issued in connection with merger | 7,586,459 | ||||||
| Shares cancelled under split off agrrement with PN Med Split Off Corp | 17,483,100 | ||||||
| Convertible notes | $ 5,000,000 | ||||||
| Debt conversion terms |
At the initial closing of the PPO, the entire outstanding principal amount of the Bridge Notes was automatically converted into Units at a conversion price of $1.00 per Unit, and investors in the Bridge Notes received a warrant to purchase a number of shares of Common Stock equal to 50% of the number of shares of Common Stock contained in the Units into which the Bridge Notes were converted, at an exercise price of $1.00 per share for a term of three years (the “Bridge Warrants”). Both the PPO Warrants and the Bridge Warrants have weighted average anti-dilution protection, subject to customary exceptions. |
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| Private placement terms |
On January 15, 2014, we closed a private placement offering (the “PPO”) of 20,580,000 Units of our securities, at a purchase price of $1.00 per Unit (or $20,580,000 in the aggregate, including the conversion of the Bridge Notes). Each Unit consists of one share of the our Common Stock and a warrant to purchase one share of Common Stock at an exercise price of $2.00 per share and with a term of five years (the “PPO Warrants”). |
Between January 29, 2014 and February 6, 2014, we issued an additional 9,720,000 Units in subsequent closings of the PPO. Dan Boren and Marilyn Hamilton, each a director of the Company, purchased 20,000 and 200,000 Units, respectively, in the PPO. |
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| Merger description |
In connection with the Merger, we agreed that in the event that the aggregate gross proceeds of the PPO (including the principal of the Bridge Notes) exceeded $20,000,000, we would issue to the pre-Merger Company stockholders, pro rata, a number of restricted shares of our Common Stock such that the aggregate ownership of the pre-Merger Company stockholders (not including any shares of Common Stock purchased by them in the PPO) remained approximately 6.8% of our outstanding Common Stock as of the time of the Merger. We have issued an aggregate of 779,768 shares of our Common Stock to such persons.
In connection with the sale of the Bridge Notes, Ekso Bionics, Inc. paid to Gottbetter Capital Markets, LLC (the “Placement Agent”), a registered broker-dealer, and its permitted subagents aggregate cash commissions of $500,000, which was equal to 10% of funds raised, and warrants to purchase 500,000 shares of our Common Stock, which was equal to 10% of the number of shares of Common Stock into which Bridge Notes would convert at the closing of the Merger and PPO, with an exercise price per share of $1.00 and a term of five years (“Bridge Agent Warrants”). In connection with the PPO, we paid the Placement Agent and its permitted subagents aggregate cash commissions of $2,530,000, which was equal to 10% of the gross proceeds raised from investors in the PPO, and warrants to purchase 2,530,000 shares of our Common Stock, which was equal to 10% of the number of shares of Common Stock included in the Units sold in the PPO (excluding the Units issued upon conversion of the Bridge Notes), with a term of five years and an exercise price of $1.00 per share (the “PPO Agent Warrants”). The Bridge Agent Warrants and the PPO Agent Warrants have weighted average anti-dilution protection, subject to customary exceptions.
We agreed to pay the Placement Agent an additional cash commission of 5% of funds received by the Company from the exercise of Bridge Warrants and PPO Warrants resulting from any future solicitation of the exercise of such warrants by the Company. Any sub-agent of the Placement Agent that introduced investors to the PPO was entitled to share in the cash fees and warrants attributable to those investors as described above.
In addition, in connection with the Merger and the PPO, we issued warrants to purchase 225,000 shares of our Common Stock to the former senior lender of Ekso Bionics, Inc. These warrants have the same terms as the Bridge Warrants.
Before the Merger, the Company’s Board of Directors adopted, and its stockholders approved, our 2014 Equity Incentive Plan (the “2014 Plan”), which provides for the issuance of incentive awards of up to 14,410,000 shares of Common Stock to officers, key employees, consultants and directors. Options to purchase 9,886,459 shares of Common Stock have been granted under the 2014 Plan, including options to purchase 7,586,459 shares of our Common Stock held by holders of options to purchase Ekso Bionics, Inc. common stock prior to the merger and options to purchase an aggregate of 2,300,000 shares of our Common Stock awarded following the closing of the Merger to our executive officers and directors.
Immediately after giving effect to (i) the Merger and (ii) the cancellation of 17,483,100 shares in the Split-Off, and (iii) the final closing of the PPO, there were 78,445,914 issued and outstanding shares of our Common Stock. In addition, immediately after giving effect to the Merger, the Split-Off and the final closing of the PPO,
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