UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 18, 2016
Ekso Bionics Holdings, Inc.
(Exact Name of Registrant as specified in its charter)
| Nevada | 333-181229 | 99-0367049 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
1414 Harbour Way South, Suite 1201
Richmond, California 94804
(Address of principal executive offices, including zip code)
(203) 723-3576
(Registrant’s telephone number, including area code)
Not Applicable
(Registrant’s former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 18, 2016, the Board of Directors of Ekso Bionics Holdings, Inc. (the “Company”) appointed Thomas Looby to serve as President and Chief Executive Officer of the Company and elected Mr. Looby to serve as a member of the Board of Directors of the Company, effective immediately.
Mr. Looby, age 44, has served as President and Interim Chief Executive Officer of the Company since February 2016. From October 2014 until February 2016, Mr. Looby served as the Company’s President and Chief Commercial Officer, leading the Company’s global sales and marketing operations, including overseeing the Company’s clinical, customer service and regulatory divisions. Mr. Looby joined the Company in April 2014 as Chief Marking Officer, leading the development and execution of the Company’s global hospital and rehabilitation marketing strategy. Prior to joining the Company, from September 2006 to March 2014, Mr. Looby served as Senior Vice President and Chief Marketing Officer at Given Imaging, where he was responsible for worldwide market development for PillCam® capsule endoscopy and other novel diagnostic technologies to gastrointestinal diseases. Prior to joining Given Imaging, Mr. Looby also served as Corporate Director of Marketing and Business Development at Eastman Kodak. Mr. Looby attended the University of Notre Dame, where he received a Bachelor of Science degree in Chemical Engineering and received his Master of Business Administration from the University of Dayton.
Mr. Looby’s compensation is described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. In connection with his appointment as Chief Executive Officer, Mr. Looby’s annual salary was increased to $350,000. In addition, Mr. Looby is eligible, at the discretion of the Board of Directors, to receive an annual bonus of up to 40% of his annual base salary, all or a portion of which may, at the discretion of the Board of Directors, be based on the achievement of certain operational, financial or other milestones established by the Board of Directors. All or any portion of the annual bonus may be paid in cash, securities or other property.
Item 7.01 Regulation FD Disclosure.
On April 20, 2016, the Company issued a press release announcing the appointment of Mr. Looby as President and Chief Executive Officer and the election of Mr. Looby to serve as a director. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01, including the exhibit attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act regardless of any general incorporation language in such filing unless specifically provided otherwise.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit | Description | |
| 99.1 | Press release dated April 20, 2016 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| EKSO BIONICS HOLDINGS, INC. | ||
| By: | /s/ Max Scheder-Bieschin | |
| Name: | Max Scheder-Bieschin | |
| Title: | Chief Financial Officer | |
Dated: April 20, 2016
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Exhibit 99.1
EKSO BIONICS APPOINTS THOMAS LOOBY AS PRESIDENT AND CHIEF EXECUTIVE OFFICER
RICHMOND, CA – April 20, 2016 – Ekso Bionics Holdings, Inc. [OTCQB: EKSO], a robotic exoskeleton company, today announced that it has appointed Thomas Looby as president and chief executive officer, effective immediately. Mr. Looby also has been elected to the Company’s Board of Directors. Mr. Looby previously served as president and interim chief executive officer since February 2016 and has led in multiple executive roles at Ekso Bionics since April 2014.
Steven Sherman, chairman of the Board of Directors of Ekso Bionics, commented, “We are pleased that Tom will be serving as president and chief executive officer and thrilled to have him join the Ekso Bionics Board of Directors. Under Tom’s leadership as interim chief executive officer, the Company recently announced the 510(k) clearance of our Ekso GT, a truly ground-breaking milestone for Ekso Bionics and the industry at large. Tom is the right person to lead the Company and we have great confidence that Tom will be successful in executing Ekso Bionics’ growth strategy.”
Prior to Mr. Looby’s appointment as president and Interim chief executive officer, he served as the Company’s president and chief commercialization officer since July 2014 and held the position of chief marketing officer from April 2014 until July 2014. Mr. Looby has 20 years of experience commercializing novel technologies for companies such as Given Imaging, which was acquired by Covidien, Eastman Kodak, Bayer and ThyssenKrupp.
“I am incredibly excited about our business, and I sincerely appreciate the Board’s confidence in me to lead the Company as we are accelerating our market development and commercialization efforts,” said Mr. Looby. “We have something special here at Ekso Bionics: exceptional core technology, a talented team and a brand that is trusted to deliver exoskeleton innovations to customers in healthcare and industrial markets. I am confident that Ekso Bionics will continue to be at the forefront of this exciting market.”
About Ekso Bionics®
Ekso Bionics is a leading developer of exoskeleton solutions that amplify human potential by supporting or enhancing strength,
endurance and mobility across medical, industrial and defense applications. Founded in 2005, the company continues to build upon
its unparalleled expertise to design some of the most cutting-edge, innovative wearable robots available on the market. They are
the only exoskeleton company to offer technologies that range from helping those with paralysis to stand up and walk, to enhancing
human capabilities on job sites across the globe, to providing research for the advancement of R&D projects intended to benefit
U.S. defense capabilities.
The company is headquartered in the Bay Area and is listed on the OTCQB under the symbol EKSO. For more information, visit: www.eksobionics.com.
Forward-Looking
Statements
Any statements contained in this press release that do not describe historical facts may constitute
forward-looking statements. Forward-looking statements may include, without limitation, statements regarding (i) the plans and
objectives of management for future operations, including plans or objectives relating to the design, development and commercialization
of human exoskeletons, (ii) a projection of financial results, financial condition, capital expenditures, capital structure or
other financial items, (iii) the Company’s future financial performance and (iv) the assumptions underlying or relating to any
statement described in points (i), (ii) or (iii) above. Such forward-looking statements are not meant to predict or guarantee actual
results, performance, events or circumstances and may not be realized because they are based upon the Company’s current projections,
plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and
other influences, many of which the Company has no control over. Actual results and the timing of certain events and circumstances
may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors
that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially
from expected or desired results may include, without limitation, the Company’s inability to obtain adequate financing to fund
the Company’s operations and necessary to develop or enhance our technology, the significant length of time and resources associated
with the development of the Company’s products, the Company’s failure to achieve broad market acceptance of the Company’s products,
the failure of our sales and marketing organization or partners to market our products effectively, adverse results in future clinical
studies of the Company’s medical device products, the failure to obtain or maintain patent protection for the Company’s technology,
failure to obtain or maintain regulatory approval to market the Company’s medical devices, lack of product diversification, existing
or increased competition, and the Company’s failure to implement the Company’s business plans or strategies. These and other factors
are identified and described in more detail in the Company’s filings with the SEC. To learn more about Ekso Bionics please visit
us at www.eksobionics.com. The Company does not undertake
to update these forward-looking statements.
Media
Contact:
Heidi Darling, Director of Marketing Communications
Phone: 510-984-1761 x317
hdarling@eksobionics.com
Investor
Contact:
Debbie Kaster
415-937-5403
investors@eksobionics.com