~~Table of Contents~~

We must obtain certain regulatory approvals in the EU, which could be costly and time-consuming and subject us to unanticipated delays or prevent us from marketing certain devices.

In the EU, we are required to comply with the EU MDR and obtain CE Certificates of Conformity in order to affix the CE Mark and market medical devices. As of December 31, 2022, none of our products had yet been approved under the EU MDR. We are currently in the process of obtaining Parker’s CE Certificates of Conformity in order to affix the CE Mark to the products we acquired in the HMC Acquisition, including Ekso Indego Personal and Ekso Indego Personal. Any delay in, or failure to receive or maintain the CE Mark as required under the EU MDR for the products acquired in the HMC Acquisition may prevent us from selling those products within the EU. In addition, changes in regulatory policy for the approval or CE marking of a medical device during the period of product development and regulatory agency review or notified body review of each submitted new application may cause delays or rejections. In January 2023, the European Commission endorsed a proposal to extend the original compliance dates for the EU MDR, subject to approval by the European Parliament and European Council. The proposal would extend the current MDR transitional period deadline of May 2024 to 2027 or 2028, based upon the risk class of the device. Failure to comply with the EU MDR requirements by the MDR transitional period deadline would prevent us from generating revenue from sales of our products in the EU, which could adversely affect our business, results of operations and financial condition.

Our failure to meet strict post-market regulatory requirements with respect to our products could require us to pay fines, incur other costs or even close our facilities.

We are required to comply with the FDA’s Quality System Regulation, or QSR, which is a complex regulatory scheme that covers the procedures and documentation of the design, testing, production, process controls, quality assurance, labeling, packaging, handling, storage, distribution, installation, servicing and shipping of our marketed products. These regulatory requirements may significantly increase our production costs and may even prevent us from making our products in amounts sufficient to meet market demand. If we change our approved manufacturing process, the FDA may need to review the process before it may be used. The FDA enforces the QSR through periodic announced and unannounced inspections of manufacturing facilities. Failure to comply with regulatory requirements such as QSR may result in changes to labeling, restrictions on such products or manufacturing processes, withdrawal of the products from the market, voluntary or mandatory recalls, a requirement to repair, replace or refund the cost of any medical device we manufacture or distribute, fines, suspension of regulatory approvals, product seizures, injunctions or the imposition of civil or criminal penalties which would adversely affect our business, operating results and prospects.

Federal, state and non-U.S. regulations regarding the manufacture and sale of medical devices are subject to future changes. The complexity, timeframes and costs associated with obtaining marketing clearances are unknown. Although we cannot predict the impact, if any, these changes might have on our business, the impact could be material.

We may be subject to fines, penalties or injunctions if we are determined to be promoting the use of our products for unapproved or “off-label” uses.

Any cleared or approved product may be promoted only for its indicated uses and our promotional materials must comply with FDA and other applicable laws and regulations. We believe that the specific use for which our products are marketed fall within the scope of the indications for use that have been cleared by the FDA. However, if the FDA determines that our promotional materials or training constitutes promotion of an unapproved use, it could request that we modify our promotional materials or subject us to regulatory or enforcement actions, including the issuance of an untitled letter, a warning letter, injunction, seizure, civil fine and criminal penalties. It is also possible that other federal, state or foreign enforcement authorities might take action if they consider our promotional or training materials to constitute promotion of an unapproved use, which could result in significant fines or penalties under other statutory authorities, such as laws prohibiting false claims for reimbursement. In that event, our reputation could be damaged and adoption of the products would be impaired.

We may be subject to adverse medical device reporting obligations, voluntary corrective actions or agency enforcement actions.

Table of Contents

Under the FDA’s medical device reporting or MDR regulations, we are required to report to the FDA any incident in which our product may have caused or contributed to a death or serious injury or in which our product malfunctioned and, if the malfunction were to recur, would likely cause or contribute to death or serious injury. For example, we have been informed of a limited number of events with respect to our EksoNR or EksoGT devices that have been determined to be reportable pursuant to the MDR regulations. In each case, the required MDR report was filed with the FDA.

In addition, all manufacturers bringing medical devices to market in the European Economic Area are legally bound to report any incident that led or might have led to the death or serious deterioration in the state of health of a patient, user or other person, and which the manufacturer’s device is suspected to have caused, to the competent authority in whose jurisdiction the incident occurred. In such case, the manufacturer must file an initial report with the relevant competent authority, which would be followed by further evaluation or investigation of the incident and a final report indicating whether further action is required. The events described above that were reported to the FDA were also reported to the relevant EU regulatory authorities.

We are also required to follow detailed recordkeeping requirements for all Company-initiated medical device corrections and removals, and to report such corrective and removal actions to the FDA if they are carried out in response to a risk to health and have not otherwise been reported under the MDR regulations. The FDA and similar foreign governmental authorities also have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design, labeling or manufacture of a product or in the event that a product poses an unacceptable risk to health. Depending on the corrective action we take to redress a product’s deficiencies or defects, the FDA may require, or we may decide, that we will need to obtain new approvals or clearances for the device before we may market or distribute the corrected device. Seeking such approvals or clearances may delay our ability to replace the recalled devices in a timely manner. Moreover, if we do not adequately address problems associated with our devices, we may face additional regulatory enforcement action, including adverse publicity, FDA warning letters, product seizure, injunctions, administrative penalties, or civil or criminal fines. We may also be required to bear other costs or take other actions that may have a negative impact on our sales as well as face significant adverse publicity or regulatory consequences, which could harm our business, including our ability to market our products in the future.

Any adverse event involving our products could result in future voluntary corrective actions, such as recalls or customer notifications, or agency action, such as inspection or enforcement action. Recalls of our products, or agency actions relating to our failure to comply with our reporting or recordkeeping obligations, could harm our reputation and financial results.

Failure to comply with anti-kickback and fraud regulations could result in substantial penalties and changes in our business operations.

Although we do not provide healthcare services, submit claims for third-party reimbursement, or receive payments directly from Medicare, Medicaid or other third-party payers for our products, we are subject to healthcare fraud and abuse regulation and enforcement by federal, state and foreign governments, which could significantly impact our business. These laws may

~~Table of Contents~~

constrain the business and financial arrangements and relationships through which we conduct our operations, including how we research, market, sell and distribute any product for which we have obtained regulatory approval, or for which we obtain regulatory approval in the future. The principal U.S. federal laws implicated include, but are not limited to, those that prohibit, among other things, (i) filing, or causing to be filed, false or improper claims for federal payment, known as the false claims laws, (ii) payment, solicitation or receipt of unlawful inducements, directly or indirectly, for the referral of business reimbursable under federally-funded health care programs, known as the anti-kickback laws, and (iii) health care service providers from seeking reimbursement for providing certain services to a patient who was referred by a physician who has certain types of direct or indirect financial relationships with the service provider, known as the Stark law. Many states have similar laws that apply to reimbursement by state Medicaid and other government funded programs as well as in some cases to all payers. In addition, we may be subject to federal and state data privacy laws that govern the privacy and security of health information in specified circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts.

Efforts to ensure that our business arrangements will comply with applicable healthcare laws and regulations will involve substantial costs. We are subject to the risk that a person or government could allege we have engaged in fraud or other misconduct, even if none occurred. It is possible that governmental and enforcement authorities will conclude that our business practices do not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to us now or in the future, we may be subject to penalties, including civil and criminal penalties, damages, fines, disgorgement, exclusion from governmental health care programs, additional integrity oversight and reporting obligations, contractual damages, reputational harm and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our financial results.

Changes in law or regulation could make it more difficult and costly for us to manufacture, market and distribute our products or obtain or maintain regulatory approval of new or modified products.

Table of Contents

From time to time, legislation is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulatory approval, manufacture and marketing of regulated devices. In addition, FDA regulations and guidance are often revised or reinterpreted by the FDA in ways that may significantly affect our business and our products. Any new regulations or revisions or reinterpretations of existing regulations may impose additional costs or lengthen review times of future products. In addition, FDA regulations and guidance are often revised or reinterpreted by the agency in ways that may significantly affect our business and our products. Elections could result in significant changes in, and uncertainty with respect to, legislation, regulation and government policy that could significantly impact our business and the health care industry. It is impossible to predict whether legislative changes will be enacted or FDA regulations, guidance or interpretations changed, and what the impact of such changes, if any, may be.

Any change in the laws or regulations that govern the clearance and approval processes relating to our current and future products could make it more difficult and costly to obtain clearance or approval for new products, or to produce, market, and distribute existing products. Significant delays in receiving clearance or approval, or the failure to receive clearance or approval, for any new products would have an adverse effect on our ability to expand our business.

Healthcare changes in the ~~U.S.~~United States and other countries, including recently enacted legislation reforming the U.S. healthcare system, could have a negative impact on our future operating results.

In the United States and some foreign jurisdictions, there have been a number of legislative and regulatory proposals to change the health care system in ways that could affect our ability to sell our products profitably. For example, in 2010, the Patient Protection and Affordable Care Act, or ACA, was enacted into law. The legislation seeks to reform the United States healthcare system. It is far-reaching and is intended to expand access to health insurance coverage, improve quality and reduce costs over time. We expect the law will have a significant impact upon various aspects of our business operations. The ACA reduces Medicare and Medicaid payments to hospitals, clinical laboratories and pharmaceutical companies, and could otherwise reduce the volume of medical procedures. These factors, in turn, could result in reduced demand for our products and increased downward pricing pressure. It is also possible that the ACA will result in lower reimbursements. While the ACA is intended to expand health insurance coverage to uninsured persons in the United States, the impact of any overall increase in access to healthcare on sales of our products remains uncertain. The current U.S. Presidential administration and the majority party in both Houses of U.S. Congress have indicated their desire to repeal all or certain provisions of the ACA. It is unclear whether, when and how that repeal could be effectuated and what the effect on the healthcare sector might be. A number of lawsuits

Since its enactment, there have been ~~filed challenging various~~numerous judicial, administrative, executive, and legislative challenges to certain aspects of the ACA, and ~~related regulations.~~we expect there will be additional challenges in the future. As a result, there have been delays in the implementation of, and action taken to repeal or replace, certain aspects of the ACA. Most recently, under President Biden, the Department of Justice dropped support of two Supreme Court cases challenging the ACA in addition to a case before the U.S. Court of Appeals for the Fifth Circuit.

We cannot predict the impact that such actions against the ACA or other health care reform under the Biden administration will have on our business, and there is uncertainty as to what healthcare programs and regulations may be implemented or changed at the federal and/or state level in the United States, or the effect of any future legislation or regulation. However, it is possible that such initiatives could have an adverse effect on our ability to obtain approval and/or successfully commercialize products in the United States in the future. For example, any changes that reduce, or impede the ability to obtain, reimbursement for the type of products we intend to commercialize in the United States (or our products more specifically, if approved) could adversely affect our business plan to introduce our products in the United States.

Other legislative changes have been proposed and adopted in the United States since the ACA was enacted. For example, in August 2011, the Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2012 through 2021, was unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers of up to 2% per fiscal year, which went into effect in April 2013 and will remain in effect through 2030 unless additional Congressional action is taken.

Further, there has been heightened governmental scrutiny in recent years over the manner in which manufacturers set prices for their marketed products and the cost of prescription drugs to consumers and government healthcare programs, which have resulted in several recent Congressional inquiries and proposed and enacted bills designed to, among other things, reduce the cost of prescription drugs, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform government program reimbursement methodologies for products. In addition, the ~~efficacy~~United States government, state legislatures, and foreign governments have shown significant interest in implementing cost containment programs, including price-controls, restrictions on reimbursement and requirements for substitution of generic products for branded prescription drugs to limit the ~~ACA is~~growth of government paid health care costs. For example, the ~~subject of much debate among members of~~United States government has passed legislation requiring pharmaceutical manufacturers to provide rebates and discounts to certain entities and governmental payors to participate in federal healthcare programs. Further, Congress and the public. On December 14, 2018, the U.S. District Court for the Northern District of Texas held the individual mandate provisions, and therefore the entirety of ACA, unconstitutional. The impact of the ruling is stayed as it is appealed to the Fifth Circuit Court of Appeals. Our business may be materially and adversely impactedcurrent administration

2231

Table of Contents

have each indicated that it will continue to seek new legislative and/or administrative measures to control drug costs, and the current administration recently released a “Blueprint”, or plan, to reduce the cost of drugs. The current administration’s Blueprint contains certain measures that the U.S. Department of Health and Human Services is already working to implement. Individual states in the ~~event that the ACA~~United States have also been increasingly passing legislation and implementing regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in ~~part, or in its entirety, is ruled unconstitutional. Furthermore, the uncertainty regarding the constitutionality of the ACA, or specific provisions therein,~~some cases, designed to encourage importation from other countries and bulk purchasing.

Additional changes may ~~negatively~~ affect our ~~business.~~business, including those governing enrollment in federal healthcare programs, reimbursement changes, fraud and abuse enforcement, and expansion of new programs, such as Medicare payment for performance initiatives.

~~In December 2017,~~These initiatives, as well as other healthcare reform measures that may be adopted in the ~~Tax Cuts~~future, may result in more rigorous coverage criteria and ~~Jobs Act was enacted and signed into law, one part of which repeals the “individual mandate” introduced by the ACA starting~~ in 2019. The repeal of the “individual mandate” may have an adverse effect on ACA insurance markets and lead to further legislative changes. In addition, the new law imposes a 2.3% excise tax on medical devices that will apply to U.S. sales of our medical device products. In January 2018, President Trump signed into law a spending package that included a two-year moratoriumadditional downward pressure on the ~~medical device excise tax, which lapsed on December 31, 2019. This tax has had,~~price that we receive for any approved product. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms could result in reduced demand for our product candidates or additional pricing pressures and may ~~continue~~prevent us from being able to ~~have, a negative impact on~~generate revenue, attain profitability, or commercialize our gross margin. There have been other changes to the ACA since the enactment of the Tax Cuts and Jobs Act, and Congress could still consider additional legislation to repeal or replace all or certain elements of the ACA. In addition, other reform legislation has been passed subsequent to the enactment of the ACA, including measures that reduced reimbursement for certain providers and entities under federal health care programs. The outlook for the healthcare sector is unclear, and we are unable to predict the future course of federal or state healthcare legislation and regulations. Changes in the law or regulatory framework that reduce our revenues or increase our costs could also harm our business, financial condition and results of operations and cash flows.products.

~~Future~~Finally, future elections in the United States could result in significant changes in, and uncertainty with respect to, legislation, regulation, implementation of Medicare and/or Medicaid, and government policy that could significantly impact our business and the healthcare industry. In the event that legal challenges are successful, or the ACA, is repealed or materially amended, particularly any elements of the ACA that are beneficial to our business or that cause changes in the health insurance industry, including reimbursement and coverage by private payers or, Medicare or Medicaid payers, our business, operating results and financial condition could be harmed. While it is not possible to predict whether and when any such changes may occur, certain proposals, including a repeal or material amendment of the ACA, could harm our business, operating results and financial condition. In addition, even if the ACA is not amended or repealed, theThe President and the executive branch of the federal government have a significant impact on the implementation of the provisions of the ACA, and the current or future administrations could make changes impacting the implementation and enforcement of the ACA, which could harm our business, operating results and financial condition. If we are slow or unable to adapt to any such changes, our business, operating results and financial condition could be adversely affected.

Failure to comply with the Federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, the Health Information Technology for Economic and Clinical Health Act, or HITECH Act, and implementing regulations could result in significant penalties.

Numerous federal and state laws and regulations, including HIPAA and the HITECH Act, govern the collection, dissemination, security, use and confidentiality of patient-identifiable health information. HIPAA and the HITECH Act require us to comply with standards for the use and disclosure of such protected health information within our company and with third parties. The Privacy Standards and Security Standards under HIPAA establish a set of basic national privacy and security standards for the protection of individually identifiable health information by health plans, healthcare clearinghouses and certain healthcare providers, referred to as covered entities, and the business associates with whom such covered entities contract for services. Notably, whereas HIPAA previously directly regulated only these covered entities, the HITECH Act, which was signed into law in 2009, makes certain of HIPAA’s privacy and security standards directly applicable to covered entities’ business associates. Both covered entities and business associates are subject to significant civil and criminal penalties for failure to comply with the Privacy Standards and Security Standards under HIPAA.

HIPAA requires healthcare providers like us to develop and maintain policies and procedures with respect to protected health information that is used or disclosed, including the adoption of administrative, physical and technical safeguards to protect such information from unauthorized disclosure. The HITECH Act expanded the notification requirement for breaches of patient-identifiable health information, restricts certain disclosures and sales of patient-identifiable health information and provides a tiered system for civil monetary penalties for HIPAA violations. The HITECH Act also increased the civil and criminal penalties that may be imposed against covered entities, business associates and possibly other persons and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorney fees and costs associated with pursuing federal civil actions. The 2013 final HITECH omnibus rule modified the breach reporting standard in a manner that made more data security incidents qualify as reportable breaches. Additionally, certain states have adopted comparable privacy and security laws and regulations, some of which may be more stringent than HIPAA.

If we are determined to be out of compliance with existing or new laws and regulations related to patient health information, we could be subject to criminal or civil sanctions. New health information standards, whether implemented pursuant to HIPAA, the HITECH Act, congressional action or otherwise, could have a significant effect on the manner in which we handle healthcare related data and communicate with payors, and the cost of complying with these standards could be significant.

Table of Contents

Any liability from a failure to comply with the requirements of HIPAA or the HITECH Act could adversely affect our results of operations and financial condition. The costs of complying with privacy and security related legal and regulatory requirements are burdensome and could have a material adverse effect on our results of operations.

Regulations requiring the use of “standard transactions” for healthcare services issued under HIPAA may negatively affect our profitability and cash flows.

Pursuant to HIPAA, final regulations have been implemented to improve the efficiency and effectiveness of the healthcare system by facilitating the electronic exchange of information in certain financial and administrative transactions while protecting the privacy and security of the information exchanged.

The HIPAA transaction standards are complex, and subject to differences in interpretation by third-party payors. For instance, some third-party payors may interpret the standards to require us to provide certain types of information, including demographic information not usually provided to us by physicians. As a result of inconsistent application of transaction standards by third-party payors or our inability to obtain certain billing information not usually provided to us by physicians, we could face increased costs and complexity, a temporary disruption in accounts receivable and ongoing reductions in reimbursements and net revenue. Changes and updates to HIPAA transaction standards could prove technically difficult, time-consuming or expensive to implement, all of which could harm our business.

Regulatory requirements under Proposition 65 could adversely affect our business.

We are subject to California’s Proposition 65, or Prop 65, which requires a specific warning on any product that contains a substance listed by the State of California as having been found to cause cancer or birth defects, unless the level of such substance in the product is below a safe harbor level. Prop 65 required that all businesses must be in compliance by August 30, 2018 with new regulations that require modifications to product warnings and for businesses to coordinate with upstream vendors or downstream customers for the 800+ regulated chemicals in consumer products and assess whether new occupational exposure warnings need to be posited in California facilities. We have taken steps to add warning labels to our products packaged in California and manufactured after August 30, 2018. Although we cannot predict the ultimate impact of these requirements, they could reduce overall consumption of our products or leave consumers with the perception (whether or not valid) that our products do not meet their health and wellness needs, all of which could adversely affect our business, financial condition and results of operations.

We are subject to evolving laws, regulations, and other obligations related to privacy, data protection, and information security, and our actual or perceived failure to comply with such obligations could harm our reputation, subject us to significant fines and liability or otherwise adversely affect our business, financial condition, and operating results.

The regulatory frameworks for privacy, data protection, and information security issues worldwide are rapidly evolving and likely to remain uncertain for the foreseeable future. The U.S. federal and various state, local, and foreign government bodies and agencies have adopted or are considering adopting laws and regulations governing the collection, distribution, use, disclosure, storage, security, and other processing of personal information.

For example, California adopted the California Consumer Privacy Act (CCPA), which became effective in January 2020. The CCPA establishes a privacy framework for covered businesses, including an expansive definition of personal information and data privacy rights for California residents. The CCPA includes a framework with potentially severe statutory damages and private rights of action. Additionally, a new privacy law, the California Privacy Rights Act (CPRA), was approved by California voters in the November 2020 election and went into effect on January 1, 2023. The CPRA significantly modifies the CCPA, potentially resulting in further uncertainty. Other states have begun to propose and enact similar laws. The U.S. federal government also is contemplating federal privacy legislation. Compliance with these laws and regulations is a rigorous and time-intensive process, and we may be required to put in place additional mechanisms to comply with such laws and regulations.

The collection and use of health data and other personal data is governed in the EU by the General Data Protection Regulation (GDPR), which imposes substantial obligations upon companies and rights for individuals, and by certain EU member state-level legislation. Failure to comply with the GDPR may result in fines up to the greater of €20,000,000 or 4% of the total worldwide annual turnover of the preceding financial year. The UK has implemented legislation similar to the GDPR, referred to as the UK GDPR, which provides for fines of up to the greater of £17.5 million or 4% of global turnover. Many other jurisdictions globally are considering or have enacted legislation providing for local storage of data or otherwise imposing privacy, data protection, and data security obligations in connection with the collection, use, and other processing of personal data. As a general matter, compliance with laws, regulations, contractual obligations, and other actual and asserted obligations,

Table of Contents

such as industry standards, and any rules or guidance from self-regulatory organizations, relating to privacy, data protection, and data security that apply, or are asserted to apply, to our operations may result in substantial costs and may necessitate changes to our policies and practices, which may compromise our growth strategy, adversely affect our ability to acquire customers, and otherwise adversely affect our business, results of operations, and financial condition.

With laws, regulations, and other obligations relating to privacy, data protection, and information security imposing new and relatively burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other obligations, we may face challenges in addressing their requirements and making necessary changes to our policies and practices. We also may incur significant costs and expenses in an effort to do so. Additionally, if third parties we work with, such as contractors or service providers, violate applicable laws or regulations or our policies, such violations may also put our data at risk and could in turn have an adverse effect on our business. Any failure or perceived failure by us or our contractors or service providers to comply with our applicable policies or notices, our contractual or other obligations to third parties, or any of our other actual or asserted legal obligations relating to privacy or data protection, may result in governmental investigations or enforcement actions, litigation, claims, and other proceedings, harm our reputation, and could result in significant liability. Any such event may adversely affect our business, operating results, and financial condition.

We are subject to cybersecurity risks to our systems, infrastructure, and technology, and data processed by us or third-party vendors.

Our business and operations involve the collection, storage, transmission, and other processing of personal data and certain other sensitive and proprietary data. Numerous organizations have disclosed breaches of their information security systems and other information security incidents, some of which have involved sophisticated and highly targeted attacks. We have been and may in the future be a target for cybersecurity attacks designed to disrupt our operations or to attempt to gain access to our systems, data processed or maintained in our business, trade secrets, or other proprietary information or financial resources. Many of our personnel work remotely all or part of the time, which increases certain security risks. In addition, the risk of state-supported and geopolitical-related cybersecurity attacks is believed to be heightened in connection with the war in Ukraine and any related political or economic responses and counter-responses.

We are at risk for interruptions, outages, and breaches of our operational systems, including business, financial, accounting, product development, data processing or production processes, as well as our security systems, in-product software and technology, and customer data. We use third parties to process some data on our behalf, and they face similar security risks. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched against a target, we and the third parties on which we rely may be unable to anticipate or prevent these attacks, react in a timely manner or implement adequate preventive measures, and we may face delays in our detection or remediation of, or other responses to, security breaches and other privacy-and security-related incidents. Such incidents could materially disrupt our systems, result in loss of intellectual property and misappropriation of trade secrets or other proprietary or competitively sensitive information, compromise the confidentiality, security, and integrity of our information, including employees’ personal information, and information of customers or others, jeopardize the security of our facilities, or affect the performance of our products. The loss, corruption, or unavailability of clinical trial data from completed or future clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the impacted data. Certain efforts may be state-sponsored or supported by significant financial and technological resources, making them even more difficult to detect, remediate and otherwise respond to.

Although we have implemented and are in the process of implementing additional systems and processes that are designed to protect our data and systems within our control, prevent data loss, and prevent other security breaches and security incidents, these measures cannot guarantee security. The systems and infrastructure used in our business may be vulnerable to cyberattacks or security breaches or incidents, and third parties may be able to access data, including personal data and other sensitive and proprietary data or other sensitive and proprietary data, or such data otherwise may be subject to unauthorized use, disclosure, unavailability, modification, or other processing. Employee error, malfeasance or other errors in the storage, use or transmission of any of these types of data could result in an actual or perceived privacy or security breach or other security incident.

Any security breach or security incident impacting our systems or infrastructure, or data we or third parties on which we rely maintain or otherwise process, or any outages or other disruptions to systems used in our business, could interrupt our operations and result in the loss of or improper access to, or acquisition or disclosure of, data or a loss of intellectual property protection. Any such breach or incident, or the perception it has occurred, also may harm our reputation and competitive position, harm our product development and regulatory approval efforts, reduce demand for our products, damage our relationships with customers, partners, collaborators or others, and result in claims, demands, litigation, regulatory investigations and proceedings and significant legal, regulatory and financial exposure. Any such event may adversely affect

Table of Contents

our business, operating results, and financial condition. We expect to incur significant costs in an effort to detect and prevent privacy and security breaches and other privacy- and security-related incidents, and may face increased costs and requirements to expend substantial resources in the event of an actual or perceived privacy or security breach or other incident.

While we maintain insurance that may cover certain liabilities in connection with certain disruptions, security breaches, and incidents, our insurance policies may not be adequate to compensate us for the potential losses arising from any disruption in or, failure or security breach or incident of or impacting our systems or third-party systems where information important to our operations or product development is stored or processed. In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all. Further, our insurance may not cover all claims made against us and could have high deductibles in any event, and defending a suit, regardless of its merit, could be costly and divert management attention.

Product Liability Risks

Our products may become subject to voluntary or involuntary recall.

The FDA and similar foreign governmental authorities have the authority to require the recall of commercialized products in the event of material deficiencies or defects in design or manufacture or in the event that a product poses an unacceptable risk to health. In addition, manufacturers may, under their own initiative, recall a product if any material deficiency in a device is found. A government-mandated or voluntary recall by us could occur as a result of an unacceptable risk to health, component failures, manufacturing errors, design or labeling defects or other deficiencies and issues. To date, we have initiated only one field action in which we voluntarily accelerated our maintenance schedule based on field usage.

When a medical human exoskeleton is used by a paralyzed individual to walk, the individual relies completely on the exoskeleton to hold them upright. There are many exoskeleton components that, if they were to fail catastrophically, could cause a fall resulting in severe injury or death of the patient. Certain of our competitors have reported injuries caused by the malfunction of human exoskeleton devices (in at least one case to the FDA). Injuries caused by the malfunction or misuse of human exoskeleton devices, even where such malfunction or misuse occurs with respect to one of our competitor’s products, could cause regulatory agencies to implement more conservative regulations on the medical human exoskeleton industry, which could significantly increase our operating costs.

Similarly, when an industrial exoskeleton is used by a healthy individual - for example to operate heavy machinery overhead - malfunction of the device at an inopportune moment could result in severe injury or death of the person using the device. Such occurrences could result in regulatory action on the part of OSHA or its foreign counterparts.

Any future recalls of any of our products could divert managerial and financial resources, impair our ability to manufacture our products in a cost-effective and timely manner, and have an adverse effect on our reputation, results of operations and financial condition. In some circumstances, such adverse events could also cause delays in new product approvals. We may also be required to bear other costs or take other actions that may have a negative impact on our future sales and our ability to generate profits.

In addition, personal injuries relating to the use of our products could also result in product liability claims being brought against us. Any product liability claim brought against us, with or without merit, could result in substantial damages, be costly and time-consuming to defend and could increase our insurance rates or prevent us from securing insurance coverage in the future.

~~Table of Contents~~

Our product liability insurance may not adequately cover potential claims or recalls.

The testing, manufacture, marketing and sale of medical devices and industrial products entail the inherent risk of liability claims or product recalls. Although we maintain product liability insurance, the coverage is subject to deductibles and limitations, and may not be adequate to cover future claims. A successful product liability claim or product recall could inhibit or prevent the successful commercialization of our products, cause a significant financial burden on us, or both, which in either case could have a material adverse effect on our business and financial condition.

Warranty claims and our accelerated maintenance program results in additional operating costs to us.

Sales of our EksoNR and ~~EksoGT~~Ekso Indego products generally include a one-year warranty for parts and services in the ~~U.S.~~United States and a two-year warranty in ~~Europe, the Middle East and Africa.~~EMEA. We also generally provide customers with an option to purchase an extended warranty for up to an additional three to four years. The costs associated with such warranties, including any warranty-related legal proceedings, could have a material adverse effect on our results of operations, cash flows and liquidity. As we enhance our product and in an effort to build our brand and drive adoption, we have elected to incur increased service expenses related to an accelerated maintenance program, field corrections and the implementation of technological improvements developed subsequent to many of our units being placed into service, sometimes outside of its warranty and contractual obligations. Continuation of these activities could have a material adverse effect on our results of operations, cash flows and liquidity.

Table of Contents

Risks Related to Ownership of Common Stock

You may be diluted from future issuances of our equity securities, including from compensatory equity awards, exercise of outstanding warrants, or issuances of securities in financing or strategic transactions, and such issuances, or perception that such issuances may occur, could depress the market price of our common stock.

Future operating or business decisions may cause dilution to our stockholders. For example, we may sell equity securities or issue securities exercisable or convertible into shares of our common stock in connection with strategic transactions or for financing purposes, including under an At The Market Offering Agreement we entered into in October 2020 with H.C. Wainwright & Co., LLC ("Wainwright") or otherwise through our “shelf” registration statement on Form S-3 (File No. 333-239203) ~~which was declared effective by the SEC on June 26, 2020. While in 2020,~~. Through Fenruary 28, 2023, we ~~sold no shares of common stock under our “at the market offering” program, but from year-end to February 25, 2021, we sold $0.8 million of common stock under the program, leaving~~have $6.7 million available for future offerings under our current prospectus for ~~the offering. After giving effect to~~ our ~~public offering in February 2021, registered warrant transactions and potential sales under our prospectus for the~~ “at the market offering” ~~program, approximately $16.7 million of registered securities are available for issuance under our shelf registration statement.~~. We ~~have~~may also registered all of the shares of common stock that we may issue pursuant to the exercise of 0.5 million stock options and settlement of 0.1 million restricted stock units outstanding as of December 31, 2020 and grantedmake equity grants under our Amended and Restated 2014 Incentive Plan (the “Incentive Plan”)~~, the 1.1 million shares reserved for future issuance under the Incentive Plan,~~ and ~~all of the 0.5 million shares of common stock that we may issue in the future under~~ our Employee Stock Purchase Plan. You may also be subject to dilution from the exercise or settlement of outstanding options or restricted stock units under the Incentive Plan, and from the exercise of ~~warrants, with respect to which as of February 25, 2021, 1.0 million were exercisable at a weighted average exercise price of $6.63 per share.~~our warrants. In addition, sales or issuances of a substantial number of shares of our common stock, or other equity-related securities in the public markets, or the perception that such sales or issuances could occur, could depress the market price of our common stock.

We do not expect, nor do our historical operating results suggest, that cash flows generated from operations will be sufficient to meet our material cash requirements in the long term. Management expects that our historical reliance on external financing, from both equity and debt financings, will continue to provide the capital necessary to meet our material cash requirements in the long term. Management has not yet determined the form such additional financing may take, but management expects that the most likely forms include one or more of the following: (i) underwritten offerings of shares of our common stock, (ii) sales of shares of our common stock under an "at the market" offering program, (iii) incurring indebtedness with one or more financial institutions, and (iv) the factoring of trade receivables.

The ability of our Board of Directors to issue additional stock may prevent us from making more difficult transactions, including a sale or merger.

Our Board of Directors is authorized to issue up to 10 million shares of preferred stock with powers, rights and preferences designated by it. Shares of voting or convertible preferred stock could be issued, or rights to purchase such shares could be issued, to create voting impediments or to frustrate persons seeking to effect a takeover or otherwise gain control of us. The ability of the Board of Directors to issue such additional shares of preferred stock, with rights and preferences it deems advisable, could discourage an attempt by a party to acquire control of us by tender offer or other means. Such issuances could therefore deprive stockholders of benefits that could result from such an attempt, such as the realization of a premium over the market price for their shares in a tender offer or the temporary increase in market price that such an attempt could cause. Moreover, the issuance of such additional shares of preferred stock to persons friendly to the Board of Directors could make it more difficult to remove incumbent officers and directors from office even if such change were to be favorable to stockholders generally.

We have never paid and do not intend to pay cash dividends.

~~Table of Contents~~

Cash dividends have never been declared or paid on our common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of common stock. If we do not pay dividends, our common stock may be less valuable because a return on investment will only occur if our stock price appreciates

The market price of our common stock has been, and may continue to be, highly volatile.

During the period from our initial listing on Nasdaq on August 9, 2016 through December 31, ~~2020,~~2022, the closing price of our common stock fluctuated from a high of $93.15 per share to a low of ~~$2.54~~$1.04 per share (on a split-adjusted basis), and our stock price continues to fluctuate. The market price of our common stock may continue to fluctuate significantly in response to numerous factors, some of which are beyond our control, such as our ability to grow our revenue and customer base; the announcement of new products or product enhancements by us or our competitors; developments concerning regulatory oversight and approvals; variations in our and our competitors’ results of operations; changes in earnings estimates or recommendations by securities analysts, if our common stock is covered by analysts; successes or challenges in our collaborative arrangements or alternative funding sources; developments in the rehabilitation and industrial robotics markets; the results of product liability or intellectual property lawsuits; future issuances of common stock or other securities; the addition or departure of key personnel; announcements by us or our competitors of acquisitions, investments or strategic alliances; and general market conditions and other factors, including factors unrelated to our operating ~~performance.~~performance or otherwise disclosed herein.

Table of Contents

Trading of our common stock is limited, which may affect our stock price.

Trading of our common stock is currently conducted on Nasdaq. The liquidity of our common stock is limited, not only in terms of the number of shares that can be bought and sold at a given price, but also as it may be adversely affected by delays in the timing of transactions and low coverage by research ~~analysts’~~analysts and the media, if at all. These factors may result in different prices for our common stock than might otherwise be obtained in a more liquid market and could also result in a larger spread between the bid and asked prices for our common stock. In addition, without a large public float, our common stock is less liquid than the stock of companies with broader public ownership, and, as a result, the trading prices of our common stock may be more volatile. In the absence of an active public trading market, an investor may be unable to liquidate his or her investment in our common stock. Trading of a relatively small volume of our common stock may have a greater impact on the trading price of our stock than would be the case if our public float were larger. Additionally, sales by stockholders of substantial amounts of our shares of common stock, the issuance of new shares of common stock by us or the perception that these sales may occur in the future could materially and adversely affect the market price of our common stock, and you may lose all or a portion of your investment in our common stock.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 2. PROPERTIES

Our principal executive offices are currently located at ~~1414 Harbour Way South,~~101 Glacier Point, Suite ~~1201, Richmond, CA 94804,~~A, San Rafael, California, 94901, where we ~~leased~~lease approximately ~~45,000~~17,000 square feet. The ~~Richmond~~San Rafael office serves as headquarters for our medical device and industrial device sales segments. ~~In addition,~~We currently lease manufacturing facilities in Macedonia, Ohio from Parker Hannifin Corporation to support the production and service of the Ekso Indego product lines. Outisde of the United States, we lease approximately ~~1,400~~3,000 square feet of office space at Friesenweg 4, House 13, 4th floor, 22763 Hamburg, Germany for our European headquarters.

We do not own any real property.

Item 3. LEGAL PROCEEDINGS

From time to time we ~~may be involved~~are subject to legal proceedings and claims arising in ~~litigation that~~the ordinary course of business. Based on our current knowledge, we believe is of the type common to companies engaged in our line of business, including intellectual property and employment issues. While the outcome of these other claims cannot be predicted with certainty, we do not believe that the ~~outcome~~amount or range of ~~any of these other legal matters~~reasonably possible losses will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, or financial ~~condition~~condition.

The results of any litigation cannot be predicted with certainty, and an unfavorable resolution in any legal proceedings could materially affect our future business, results of operations, or ~~cash flows.~~financial condition. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. For additional information, please refer to Note 16. Commitments and Contingencies in our notes to the consolidated financial statements.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

2537

Table of Contents

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information and Dividend Policy

Our common stock has been traded on the Nasdaq Capital Market under the symbol “EKSO” since August 9, 2016. Prior to August 9, 2016, our common stock was eligible for quotation and traded on the OTC Market. The quotation of our common stock on the OTC market began on or about January 16, 2014. The closing price of EKSO stock as of ~~February 19, 2021~~March 23, 2023 was ~~$9.22.~~$1.47.

As of ~~February 19, 2021,~~March 23, 2023, we had approximately ~~185~~175 stockholders of record of our common stock. This number does not include stockholders whose shares are held in investment accounts by other entities. We believe that the actual number of stockholders is greater than the number of holders of record.

We have never declared or paid cash dividends on our common stock and do not intend to pay cash dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of directors after taking into account various factors, including our financial condition, operating results, restrictions imposed by financing arrangements, if any, legal and regulatory restrictions on the payment of dividends, current and anticipated cash needs and other factors the board of directors deems relevant.

Securities Authorized for Issuance Under Equity Compensation Plans

See Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” of this Annual Report on Form 10-K for information regarding securities authorized for issuance under equity compensation plans.

~~Item 6. SELECTED FINANCIAL DATA~~Unregistered Sales of Equity Securities

~~Not applicable.~~None.

Issuer Purchases of Equity Securities

None.

Item 6. RESERVED

2638

Table of Contents

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~You should read the following discussion ~~contains~~and analysis of our financial condition and results of operations together with the consolidated financial statements and the related notes included elsewhere in this Annual Report on Form 10-K. This discussion and other parts of this Annual Report on Form 10-K contain forward-looking statements. ~~Actual~~that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions, which are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Our actual results ~~may~~could differ ~~significantly~~materially from those ~~projected~~discussed in ~~the~~or implied by these forward-looking statements. Factors that ~~might~~could cause ~~future results~~or contribute to ~~differ materially from those projected in the forward-looking statements~~such differences include, but are not limited to, those discussed in ~~"Risk Factors" and elsewhere in~~the section of this Annual ~~Report. See also "Cautionary Note Regarding Forward-Looking Statements."~~

~~On March~~Report on Form 10-K titled “Risk Factors.” For a discussion related to the results of operations for 2021 compared to 2020, refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Annual Report on Form 10-K filed with the SEC on February 24, 2020, we effected a one-for-fifteen reverse stock split, or the Reverse Stock Split, reducing the number of our common shares outstanding on that date from 87.4 million shares to approximately 5.8 million shares. Additionally, the exercise price and number of all outstanding options and warrants, and the number of shares reserved for future issuance pursuant to our equity compensation plan were all adjusted proportionately. All such amounts presented herein have been adjusted retroactively to reflect these changes. The number of the Company’s authorized shares were not proportionately reduced in the Reverse Stock Split and remain at 141,428,571 shares.2022.

Overview

The following discussion highlights the results of our operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of our financial condition and results of operations presented herein. The following discussion and analysis is based on our audited consolidated financial statements contained in this Annual Report on Form 10-K, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such financial statements and the related notes thereto.

~~COVID-19~~

In March 2020, the World Health Organization declared the COVID-19 outbreak to be a global pandemic. In response to this pandemic, public health officials and governments across the world have recommended and mandated actions to curb the spread of the SARS-COV-2 virus, the pathogen that causes COVID-19. The COVID-19 pandemic and the related responses to the pandemic have caused a significant adverse impact on the global economy, including disruptions to supply chains, sharp increases in unemployment and overall economic uncertainty.

This pandemic has negatively impacted our business, including our employees, suppliers, customers and other business partners, resulting in our terminating 23 employees in 2020. We have seen demand for our exoskeleton products decrease in the current business environment, as many inpatient rehabilitation facilities temporarily shift priorities and delay capital expenditures, resulting in 61 units booked (non-cancellable customer orders) in 2020 compared to 98 in 2019, a decrease of 38%. We have seen that the clinical need has not diminished as more data is coming out about the increase prevalence of strokes during this pandemic. As such, we continue to engage with our current and prospective customers through video conferencing, virtual training events and online education demos to offer our support and showcase the value of our Ekso devices. Although market uncertainties related to the pandemic make it difficult for us to project the full impact on our business and customers, we believe that we are well-positioned to serve our customers when business conditions begin to normalize.

~~We continue to instruct the majority of our employees to work from home, restrict non-critical business travel and have enhanced the use of personal protective equipment in our facilities.~~

We are hopeful that COVID cases and hospitalizations will continue to decrease, and now that our clinical team is fully vaccinated and are active onsite at rehab centers, we expect to see an uptick in live in-person interactions going forward. In fact, we are now close to the number of onsite demos in the first quarter of 2021 compared to the previous three quarters combined. While we are cautiously optimistic about the current COVID outlook, the successful completion of our first virtual training sessions leave us well-positioned to address existing pipeline opportunities, mitigating the effects of future COVID-related lock downs or travel restrictions.

~~Management continues to actively monitor the global situation and its effects on our financial position and operations.~~

~~Table of Contents~~

Our Business

We design, develop, ~~sell,~~ and ~~rent~~market exoskeleton products that augment human strength, endurance and mobility. Our exoskeleton technology serves multiple markets and can be utilized both by able-bodied persons and by persons with physical disabilities. We have sold or leased devices that (i) enable individuals with neurological conditions affecting gait, ~~(acquired brain injury~~including ABI, SCI and ~~spinal cord injury)~~MS, to rehabilitate, and in some cases, to walk again, (ii) assist individuals with a broad range of upper extremity impairments, and (iii) allow industrial workers to perform difficult repetitive work for extended periods.

We believe that the commercial opportunity for exoskeleton technology adoption is accelerating as a result of recent advancements in material technologies, electronic and electrical engineering, control technologies, and sensor and software development. Taken individually, many of these advancements have become ubiquitous in peoples’ everyday lives. We believe that we have learned how to integrate these existing technologies and wrap the result around a human being efficiently, elegantly and safely, supported by an industry leading intellectual property portfolio. We further believe that we can do so across a broad spectrum of applications, from persons with lower limb paralysis to able-bodied users.

EksoHealth

EksoHealth is our business unit focused on developing ~~marketing,~~ and ~~selling~~marketing exoskeletons for medical applications.

Our leading product in EksoHealth, the EksoNR, is a robotic exoskeleton used to provide physical therapy for patients with lower extremity impairment. EksoNR ~~which in 2019 superseded our EksoGT product in this segment,~~ includes unique features designed specifically to assist physical therapists and other clinicians to teach patients to walk again after suffering a neurological impairment. Typical conditions that can be treated with the assistance of EksoNR include ~~acquired brain injuries,~~ABIs, such as stroke and traumatic brain injuries, as well as ~~spinal cord injuries~~SCIs, MS, and others. The benefits of ~~using~~ EksoNR ~~for~~ rehabilitation can include earlier mobilization of patients, longer and more intense rehab sessions, and ~~better~~increased quality of sessions as compared to alternative therapies. ~~The product~~EksoNR is ~~most~~ typically used in a clinical ~~setting, with the~~settings, most ~~common among those being~~commonly at inpatient rehab facilities and stroke centers.

~~EksoUE is a wearable upper body exoskeleton~~EksoHealth expanded its product offerings to include Ekso Indego Therapy and Ekso Indego Personal with the HMC acquisition in the fourth quarter of 2022. The Ekso Indego devices are FDA-cleared lower-limb powered exoskeletons that ~~is also used as a tool during rehabilitation. EksoUE is designed~~enable task-specific, overground gait training to ~~assists~~ patients with weakness or paralysis in their lower extremities. Ekso Indego Personal, a ~~broad range~~light-weight exoskeleton for safe use in most home and community environments, and Ekso Indego Therapy, an adjustable exoskeleton for patients with spinal cord injury and stroke, address market opportunities across the continuum of ~~upper extremity impairments~~care, particularly within outpatient facilities, complementary to those most typically addressed by the EksoNR, expanding Ekso’s product offering to home and ~~aims to provide them with a wider active range of motion and increased endurance for rehabilitation sessions of higher intensity.~~community use markets.

EksoWorks

EksoWorks is our business unit focused on developing, marketing, and selling exoskeletons and other assistive tools for industrial applications. The target users for these devices are generally able-bodied, and as such the goal of these products is to reduce fatigue for workers. The benefits of fatigue reduction can include reduced rates of injuries, higher productivity, higher worker morale, and lower turnover. Currently, we primarily sell these products ~~primarily~~ directly to companies that deploy them for use in their operations.

~~Within EksoWorks we have two main categories~~

Table of ~~products. Our~~Contents

EVO, our wearable upper body exoskeleton, ~~products include~~supersedes the EksoVest ~~and the new EVO, both of which~~as our primary product designed to support the weight of a worker’s arms and tools, reducing the fatigue associated with working at or above shoulder height for extended periods. ~~These products are~~In 2022 the EksoWorks unit refocused its product offerings and go to market strategies, placing increased emphasis on EVO and its placement into large industrial settings within our identified target markets. We believe EVO has industrial applications across a broad range of market verticals, and the unit is currently ~~targeted at~~targeting end markets in ~~Manufacturing, Aerospace, Construction,~~aerospace, automotive, manufacturing, commercial construction, and ~~Food Processing.~~renewable energy.

Prior to ceasing commercialization of the EksoZeroG ~~is a~~support arm and related products and accessories, at the end of the second quarter of 2022, we manufactured and sold our EksoZeroG tool holder, ~~that can~~which could mount on an aerial lift platform or scaffolding. ~~This effectively reduces the weight of heavy tools as felt by the operator. EksoZeroG has been sold primarily through rental companies into the construction market.~~

2022 Operational and Financial Highlights

•~~In 2020, we booked a total of 61 EksoGT and EksoNR units, 19 of which were subscription units and 9 of which were previously rented units that were converted to sales.~~

•~~We recorded annual gross margins of approximately 57% in 2020, compared to 49% in 2019.~~Completed the HMC Acquisition including the Indego product line

•~~In February 2020, we announced the worldwide launch~~Booked a total of our upgraded EksoPulse platform, an innovative cloud-based information technology platform that measures and analyzes progress using the EksoNR robotic exoskeleton. The improved analytics system provides an easy-to-use dashboard to chart activity100 EksoHealth devices units in ~~rehabilitation sessions, enhancing the clinician, institutional, and patient experience of the most clinically used exoskeleton.~~ 2022

•~~In June 2020, we received FDA clearance to~~Generated revenue of $12.9 million for the 2022 full year, an increase of 15%

•Strong cash position of $20.5 million as of December 31, 2022

Economic and Industry Trends

Our revenue is highly dependent on market demand for our ~~EksoNR~~exoskeleton products. This market demand is influenced by many factors including the level of awareness of robotic exoskeleton rehabilitation among the rehabilitation clinics with significant stroke, ABI, and SCI populations, the imperatives among construction and manufacturing companies to drive adoption of improved safety and health practices, the levels of reimbursements our customers will be able to receive, as well as conditions relating to overall economic growth and general business activity. Difficult and challenging economic conditions, including growing supply chain issues amidst an increasingly inflationary environment, could lead to increased price-based competition. In particular, the effects of such increasing price-based competition may have an especially significant impact on certain products that we offer, including the EksoNR and Ekso Indego, which have a lengthy sale and purchase order cycle because they are major capital expenditure items and generally require the approval of senior management at purchasing institutions. Furthermore, our business includes operations in the Americas, EMEA and APAC, so we are affected by demand for ~~use~~our products in those regions, as well as the strengthening or weakening of local currencies relative to the U.S. Dollar.

The current economic environment is impacting our customers financially and operationally. Hospitals are experiencing staffing shortages and supply chain issues that affect their ability to provide patient care. Additionally, hospitals are facing significant financial pressure as supply chain constraints and inflation drive up operating costs and fiscal stimulus programs enacted during the COVID-19 pandemic wind down. As a consequence of the financial pressures and decreased profitability, some hospitals have indicated that they are lowering their capital investment plans and tightening their operational budgets. We believe that these factors could contribute to a reduced demand for our offerings, particularly in the United States, which may have a material adverse effect on our business, financial condition, results of operations, or cash flows.

We believe the clinical need for our products has not diminished, as evidenced by clinical data showing the increased prevalence of strokes during the pandemic. We continue to engage with ~~acquired brain injury patients~~our current and prospective customers both onsite and virtually through video conferencing, virtual training events and online education demos to offer our support and showcase the value of our Ekso devices. While the impacts of the COVID-19 pandemic are starting to dissipate, it is possible a resurgence of COVID-19 could result in adverse effects on our business, financial condition, and results of operations in the future.

2840

Table of Contents

•~~Also in June 2020, we were named “Best Healthcare Robotics Company” in 2020 MedTech Breakthrough Awards Program~~

•~~In August 2020, we launched EVO, an endurance-boosting assistive upper body exoskeleton designed for industrial use.~~

~~2020 Financing Activities~~

•~~In April 2020, we received proceeds~~Results of ~~a $1.1 million unsecured loan under the Paycheck Protection Program, or the PPP.~~

•In June 2020, we sold 1,747,704 shares of our common stock and warrants to purchase up to 873,852 shares of our common stock, or June 2020 Investor Warrants, at a combined public offering price of $4.51 per share for proceeds, net of expenses and underwriting discount and commission, of $7.1 million.

•In August 2020, we paid off the entire amount of $1.5 million of the Company's indebtedness to Western Alliance Bank with proceeds from a new loan of $2.0 million from Pacific Western Bank. The terms of the new loan agreement include monthly interest-only payments over the next three years.

•~~During the year ended December 31, 2020, we received $3.3 million in proceeds from the exercise of 723,426 warrants.~~

•Subsequent to year end, we received estimated net proceeds of $36.4 million from an underwritten public offering, $1.4 million from warrant exercises, and $0.7 million from sales under our "at the market offering" program. Refer to Note. 18 in the notes to our consolidated financial statements under the caption Subsequent Events.Operations

~~Critical Accounting Policies, Estimates, and Judgments~~

~~Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation~~Consolidated Results of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We continually evaluate our estimates and judgments. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. Besides the estimates identified below that are considered critical, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

~~Revenue Recognition~~

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which when capable of being distinct, are accounted for as separate performance obligations.

Our EksoHealth segment revenue is primarily generated through the sale and rental of our EksoNR and associated software (SmartAssist and VariableAssist), EksoUE, sale of accessories, and support and maintenance contracts (Ekso Care). Revenue from EksoHealth sales is recognized at the point in time when control of the product transfers to the customer. Transfer of control generally occurs upon shipment from our facility for sales of our EksoNR, software, and accessories. Ekso Care support and maintenance contracts extend coverage beyond our standard warranty agreements. The separately priced Ekso Care contracts range from 12 to 48 months. We receive payment at the inception of the contract and recognize revenue over the term of the agreement. Revenue from medical device rentals is recognized over the lease term, typically over 12 months.

Our EksoWorks segment revenue is generated by the sales of our EksoVest, EksoZeroG and EVO. Revenue from EksoWorks device sales is recognized at the point in time when control of the product transfers to the customer. Transfer of control generally occurs upon shipment from our facility.

~~Inventory valuation~~

~~Table of Contents~~

Inventories are recorded at the lower of cost or net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. Materials from vendors are received and recorded as raw material. Once the raw materials are incorporated in the fabrication of the product, the related value of the component is recorded as work in progress, or WIP. Direct and indirect labor and applicable overhead costs are also allocated and recorded to WIP inventory. Finished goods are comprised of completed products that are ready for customer shipment. We periodically evaluate the carrying value of inventory on hand for potential excess amounts over sales and forecasted demand. Excess and obsolete inventories identified, if any, are recorded as an inventory impairment charge to the consolidated statements of operations and comprehensive loss. Our estimate of write-downs for excess and obsolete inventory is based on a detailed analysis of on-hand inventory and purchase commitments in excess of forecasted demand. Subsequent disposals of inventories are recorded as a reduction of an inventory reserve.

~~Stock-based Compensation~~

We measure stock-based compensation expense for certain stock-based awards made to employees and directors based on the estimated fair value of the award on the date of grant using the Black-Scholes option-pricing model, or the Black-Scholes Model, and recognize the fair value on a straight-line basis over the requisite service periods of the awards.

Our determination of the fair value of stock options on the date of grant using the Black-Scholes Model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. We adopted the simplified method of estimating the expected term pursuant to SEC Staff Accounting Bulletin Topic 14. On this basis, we estimate the expected term of options granted by taking the average of the vesting term and the contractual term of the option.

We have, from time to time, modified the terms of stock options granted to our employees. We account for the incremental increase in the fair value over the original award on the date of the modification as an expense for vested awards or over the remaining service (vesting) period for unvested awards. The incremental compensation cost is the excess of the fair value based measure of the modified award on the date of modification over the fair value of the original award immediately before the modification.

~~Warrant Valuation~~

We generally account for warrants issued in connection with debt and equity financings as a component of equity, unless the warrants include a conditional obligation to issue a variable number of shares or there is a deemed possibility that we may need to settle the warrants in cash.

Where there is a possibility that we may have to settle warrants in cash, we estimate the fair value of the issued warrants as a liability at each reporting date and record changes in the estimated fair value as a non-cash gain or loss in the consolidated statements of operations and comprehensive loss. The fair values of these warrants have been determined using the Black-Scholes option-pricing model (the “Black-Scholes Model”) and the Binomial Lattice model (the “Lattice Model”). The Black-Scholes Model requires inputs, such as the expected volatility, expected term, exercise price, risk-free interest rate, and the value of the underlying security. The Lattice Model provides for assumptions regarding expected volatility, expected term, exercise price, risk-free interest rates, the value of the underlying security, and the probability of and likely timing of a specific event within the period to maturity. These values are subject to a significant degree of judgment on our part. Our common stock price represents a significant input that affects the valuation of our warrants.

~~Going Concern~~

~~We assess our ability to continue as a going concern at every interim and annual period in accordance with Accounting Standards Codification ("ASC") 205-40,~~ ~~Presentation of Financial Statements – Going Concern. The accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern.~~

~~Table of Contents~~

~~Comparison of the year ended~~Operations: December 31, ~~2020~~2022 compared to the year ended December 31, ~~2019~~2021 (dollars in thousands):


		Years ended December 31,											Years ended December 31,
		2020			2019			Change		% Change			2022			2021			Change		% Change

Revenue	Revenue	$	8,882		$	13,917		$	(5,035)	(36)	%	Revenue	$	12,912		$	11,246		$	1,666	15	%
Cost of revenue	Cost of revenue	3,812			7,153			(3,341)		(47)	%	Cost of revenue	6,698			4,497			2,201		49	%
Gross profit	Gross profit	5,070			6,764			(1,694)		(25)	%	Gross profit	6,214			6,749			(535)		(8)	%
Gross profit %	Gross profit %	57		%	49		%					Gross profit %	48		%	60		%

Operating expenses:	Operating expenses:											Operating expenses:
Sales and marketing	Sales and marketing	7,752			11,398			(3,646)		(32)	%	Sales and marketing	7,157			7,305			(148)		(2)	%
Research and development	Research and development	2,474			4,596			(2,122)		(46)	%	Research and development	3,626			2,549			1,077		42	%
General and administrative	General and administrative	7,702			7,409			293		4	%	General and administrative	10,987			10,723			264		2	%
Impairment of goodwill		189			—			189		nm(1)
Restructuring		244			—			244		nm(1)

Total operating expenses	Total operating expenses	18,361			23,403			(5,042)		(22)	%	Total operating expenses	21,770			20,577			1,193		6	%

Loss from operations	Loss from operations	(13,291)			(16,639)			3,348		(20)	%	Loss from operations	(15,556)			(13,828)			(1,728)		12	%

Other (expense) income, net:	Other (expense) income, net:											Other (expense) income, net:
Interest expense	Interest expense	(139)			(384)			245		(64)	%	Interest expense	(156)			(113)			(43)		38	%
Finance cost associated with warrant issuance		(329)			(1,096)			767		(70)	%
(Loss) gain on warrant liabilities		(3,056)			6,376			(9,432)		nm(1)
Loss on modification of warrants		—			(257)			257		nm(1)
Other income (expense), net		990			(132)			1,122		nm(1)
Total other (expense) income, net		(2,534)			4,507			(7,041)		(156)	%

Gain on revaluation of warrant liabilities												Gain on revaluation of warrant liabilities	1,317			3,962			(2,645)		nm(1)
Gain on forgiveness of note payable												Gain on forgiveness of note payable	—			1,099			(1,099)		nm(1)
Unrealized loss on foreign exchange												Unrealized loss on foreign exchange	(655)			(867)			212		(24)	%
Other expense, net												Other expense, net	(30)			(17)			(13)		nm(1)
Total other income, net												Total other income, net	476			4,064			(3,588)		(88)	%

Net loss	Net loss	$	(15,825)		$	(12,132)		$	(3,693)	30	%	Net loss	$	(15,080)		$	(9,764)		$	(5,316)	54	%


Nevada			99-0367049
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	EKSO	Nasdaq Stock Market LLC
		(Nasdaq Capital Market)


	Part I
Item 1	Business	4
Item 1A	Risk Factors	1419
Item 1B	Unresolved Staff Comments	2537
Item 2	Properties	2537
Item 3	Legal Proceedings	2537
Item 4	Mine Safety Disclosures	2537
	Part II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2638
Item 6	~~Selected Financial Data~~Reserved	2638
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2739
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	3647
Item 8	Financial Statements and Supplementary Data	3748
Item 9	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	7385
Item 9A	Controls and Procedures	7385
Item 9B	Other Information	7385
	Part III
Item 10	Directors, Executive Officers and Corporate Governance	7486
Item 11	Executive Compensation	7486
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	7486
Item 13	Certain Relationships and Related Transactions and Director Independence	7486
Item 14	Principal Accountant Fees and Services	7486
	Part IV
Item 15	Exhibits, Financial Statements and Financial Statement Schedules	7587
Item 16	10-K Summary	8091
	Signatures	8192


		Issuing Status			Issuing Status
License Status	License Status	Issued Patents	Pending Applications	License Status	Issued Patents	Pending Applications
Licensed to the Company	Licensed to the Company	15	—	Licensed to the Company	9	3
Exclusively licensed to the Company	Exclusively licensed to the Company	6	—	Exclusively licensed to the Company	10	—
Co-owned with Regents of the University of California, exclusively licensed to the Company		4	—
Co-owned with the Regents of the University of California		3	—
Co-owned with a third party, exclusively licensed to the Company				Co-owned with a third party, exclusively licensed to the Company	5	—
Co-owned with a third party				Co-owned with a third party	3	—
Sole ownership by the Company	Sole ownership by the Company	33	4	Sole ownership by the Company	61	11
Total: 65		61	4
Total				Total	88	14


		Years ended December 31,					Years ended December 31,
		2020		2019			2022		2021
Cash, beginning of year		$	10,872	$	7,655
Cash and restricted cash, beginning of year						Cash and restricted cash, beginning of year	$	40,406	$	12,862
Net cash used in operating activities	Net cash used in operating activities	(8,755)		(15,772)		Net cash used in operating activities	(14,688)		(11,156)
Net cash used in investing activities	Net cash used in investing activities	—		(60)		Net cash used in investing activities	(5,175)		(59)
Net cash provided by financing activities	Net cash provided by financing activities	10,704		19,039		Net cash provided by financing activities	—		38,712
Effect of exchange rate changes on cash	Effect of exchange rate changes on cash	41		10		Effect of exchange rate changes on cash	(18)		47
Cash, end of year		$	12,862	$	10,872
Cash and restricted cash, end of year						Cash and restricted cash, end of year	$	20,525	$	40,406


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


•			product listing and establishment registration, which helps facilitate FDA inspections and other regulatory action;
•			The quality system regulation, or QSR, which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process;
•			labeling regulations and FDA prohibitions against the promotion of products for un-cleared, unapproved or off-label use or indication;
•			510(k) clearance of product modifications that could significantly affect safety or efficacy or that would constitute a major change in intended use of one of our cleared devices;
•			medical device reporting regulations, which require that manufacturers comply with FDA requirements to report if their device may have caused or contributed to a death or serious injury, or has malfunctioned in a way that would likely cause or contribute to a death or serious injury if the malfunction of the device or a similar device were to recur;
•			post-approval restrictions or conditions, including post-approval study commitments;
•			post-market surveillance regulations, which apply when necessary to protect the public health or to provide additional safety and effectiveness data for the device;
•			the FDA's recall authority, whereby it can ask, or under certain conditions order, device manufacturers to recall from the market a product that is in violation of governing laws and regulations;
•			regulations pertaining to voluntary recalls; and
•			notices provision regarding corrections or removals.


•			referral on an individual to a person for the furnishing or arranging for the furnishing of items or services reimbursable under Medicare, Medicaid, or other federal healthcare programs; or
•			purchase, lease, or order of, or the arrangement or recommendation of the purchasing, leasing, or ordering of any good, facility, item or service reimbursable under Medicare, Medicaid or other federal healthcare programs


•			The ongoing COVID-19 pandemic has adversely affected our financial condition and there is little future certainty.
•			The markets in which our products are sold are highly competitive and continue to develop.
•			We may not be able to reduce the cost to manufacture or service our products as planned.
•			If we or our third-party manufacturers are unable to produce our products at a satisfactory quality, in a timely manner, in sufficient quantities or at an acceptable cost, our business could be negatively impacted.
•			Shortages in the materials used to manufacture our products, as well as reductions in manufacturer capacity, could impact our future results.
•			Coverage policies and reimbursement levels of third-party payers may impact sales of our products.
•			The acquisition and integration of other companies, businesses, or technologies could result in operating difficulties, dilution, and other harmful consequences.
•			We may not be able to enhance our product offerings through our research and development efforts.
•			We have incurred significant losses to date and anticipate continuing to incur losses in the future, and we may not achieve or maintain profitability.
•			Our loan agreement imposes certain financial, and operational restrictions on us, limiting the discretion of our management in operating our business.
•			Protecting our intellectual proprietary rights can be costly, and our success in doing so is not certain.
•			If we fail to obtain or maintain necessary regulatory clearances or approvals for our medical device products, or if clearances or approvals for future products or modifications to existing products are delayed or not issued, our commercial operations would be harmed.
•			Modifications to our EksoNR and our future products may require new 510(k) clearances or premarket approvals, or may require us to cease marketing or recall the modified products until clearances are obtained
•			Our failure to meet strict post-market regulatory requirements with respect to our products could require us to pay fines, incur other costs or even close our facilities.
•			Our success depends on our management team, and on our ability to hire, train, retain, and motivate employees.


•			identify the product features that people with lower extremity impairment, their caregivers, and healthcare providers are seeking in a medical device that restores mobility and successfully incorporate those features into our products;
•			identify the product features that people with lower extremity impairment or other similar indications require while the products are used at home as well as what items are valuable to the clinics that provide them rehabilitation;
•			develop and introduce proposed products in sufficient quantities and in a timely manner;
•			adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third-parties;
•			demonstrate the safety, efficacy, and health benefits of proposed products; and
•			obtain the necessary regulatory clearances and approvals for proposed products.


		Payments Due By Period											Payments Due By Period
		Total		Less than one year		1-3 Years		3-5 Years		After 5 Years			Total		Less than one year		1-3 Years		3-5 Years		After 5 Years
Term loan	Term loan	$	3,356	$	90	$	3,266	$	—	$	—	Term loan	$	2,107	$	2,107	$	—	$	—	$	—
Promissory Note												Promissory Note	5,000		313		2,500		2,187
Facility operating leases	Facility operating leases	836		599		237		—		—		Facility operating leases	1,578		408		821		349		—
Purchase obligations	Purchase obligations	396		396		—		—		—		Purchase obligations	3,480		3,480		—		—		—
Total	Total	$	4,588	$	1,085	$	3,503	$	—	$	—	Total	$	12,165	$	6,308	$	3,321	$	2,536	$	—


			Page Number
Report of Independent Registered Public Accounting Firm			3849

Consolidated Balance Sheets as of December 31, ~~2020~~2022 and ~~2019~~2021			4051

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, ~~2020~~2022 and ~~2019~~2021			4152

Consolidated Statements of Stockholders’ Equity for the years ended December 31, ~~2020~~2022 and ~~2019~~2021			4253

Consolidated Statements of Cash Flows for the years ended December 31, ~~2020~~2022 and ~~2019~~2021			4354

Notes to Consolidated Financial Statements			4556


		December 31,					December 31,
		2020		2019			2022		2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash		$	12,862	$	10,872
Accounts receivable, net of allowances of $42 and $121, respectively		3,389		5,208
Cash and restricted cash						Cash and restricted cash	$	20,525	$	40,406
Accounts receivable, net of allowances of $40 and $28, respectively						Accounts receivable, net of allowances of $40 and $28, respectively	4,625		4,662
Inventories	Inventories	1,978		2,489		Inventories	5,187		2,242
Prepaid expenses and other current assets	Prepaid expenses and other current assets	191		238		Prepaid expenses and other current assets	700		485
Total current assets	Total current assets	18,420		18,807		Total current assets	31,037		47,795
Property and equipment, net	Property and equipment, net	1,172		1,657		Property and equipment, net	2,680		991
Right-of-use assets	Right-of-use assets	685		1,084		Right-of-use assets	1,307		216
Intangible assets, net						Intangible assets, net	5,217		—
Goodwill	Goodwill	0		189		Goodwill	431		—
Other assets	Other assets	320		178		Other assets	231		164
Total assets	Total assets	$	20,597	$	21,915	Total assets	$	40,903	$	49,166

Liabilities and Stockholders' Equity	Liabilities and Stockholders' Equity					Liabilities and Stockholders' Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	1,501	$	1,903	Accounts payable	$	3,151	$	3,107
Accrued liabilities	Accrued liabilities	1,429		1,683		Accrued liabilities	2,278		2,299
Deferred revenues, current	Deferred revenues, current	1,496		1,492		Deferred revenues, current	1,121		1,220
Note payable, current		0		2,333
Notes payable, current						Notes payable, current	2,310		—
Lease liabilities, current	Lease liabilities, current	548		421		Lease liabilities, current	341		229
Total current liabilities	Total current liabilities	4,974		7,832		Total current liabilities	9,201		6,855
Deferred revenues	Deferred revenues	1,806		1,789		Deferred revenues	1,032		1,475
Notes payable, net	Notes payable, net	3,075		407		Notes payable, net	3,767		1,993
Lease liabilities	Lease liabilities	233		711		Lease liabilities	1,087		—
Warrant liabilities	Warrant liabilities	6,037		4,307		Warrant liabilities	233		1,550
Other non-current liabilities	Other non-current liabilities	38		72		Other non-current liabilities	141		74
Total liabilities	Total liabilities	16,163		15,118		Total liabilities	15,461		11,947
Commitments and contingencies (Note 16)	Commitments and contingencies (Note 16)	0		0		Commitments and contingencies (Note 16)
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Convertible preferred stock, $0.001 par value; 10,000 shares authorized; 0 shares issued and outstanding at December 31, 2020 and 2019		0		0
Common stock, $0.001 par value; 141,429 shares authorized; 8,349 and 5,795 shares issued and outstanding at December 31, 2020 and 2019, respectively		8		6
Convertible preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued and outstanding at December 31, 2022 and 2021						Convertible preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued and outstanding at December 31, 2022 and 2021	—		—
Common stock, $0.001 par value; 141,429 shares authorized; 13,203 and 12,693 shares issued and outstanding at December 31, 2022 and 2021, respectively						Common stock, $0.001 par value; 141,429 shares authorized; 13,203 and 12,693 shares issued and outstanding at December 31, 2022 and 2021, respectively	13		13
Additional paid-in capital	Additional paid-in capital	204,376		190,019		Additional paid-in capital	248,813		246,090
Accumulated other comprehensive (loss) income		(847)		50
Accumulated other comprehensive gain (loss)						Accumulated other comprehensive gain (loss)	563		(17)
Accumulated deficit	Accumulated deficit	(199,103)		(183,278)		Accumulated deficit	(223,947)		(208,867)
Total stockholders' equity	Total stockholders' equity	4,434		6,797		Total stockholders' equity	25,442		37,219
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	20,597	$	21,915	Total liabilities and stockholders' equity	$	40,903	$	49,166


		Convertible Preferred Stock			Common Stock			Additional Paid-in Capital				Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit				Total Stockholders’ Equity				Convertible Preferred Stock						Common Stock			Additional Paid-in Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
		Shares	Amount		Shares	Amount								Shares								Amount			Shares			Amount
Balance at December 31, 2018		0	$	0	4,198	$	4			$	173,962						$	(92)			$	(171,146)		$	2,728
Net loss		—	—		—	—		—				—			(12,132)				(12,132)
Issuance of common stock under:
Equity financing, net		—	—		1,534	2		12,442				—			—				12,444
Equipois sales earn-out		—	—		1	—		22				—			—				22
Equity incentive plan		—	—		12	—		228				—			—				228
Matching contribution to 401(k) plan		—	—		9	—		191				—			—				191
In lieu of employee cash bonus		—	—		41	—		919				—			—				919
Stock-based compensation		—	—		—	—		2,255				—			—				2,255
Foreign currency translation adjustments		—	—		—	—		—				142			—				142
Balance at December 31, 2019		0	$	0	5,795	$	6	$	190,019			$	50		$	(183,278)			$	6,797
Balance at December 31, 2020																						Balance at December 31, 2020	—			$	—		8,349	$	8		$	204,376		$	(847)		$	(199,103)		$	4,434
Net loss	Net loss	—	—		—	—		—				—			(15,825)				(15,825)			Net loss	—			—			—	—		—			—			(9,764)			(9,764)
Issuance of common stock under:	Issuance of common stock under:																					Issuance of common stock under:
Equity financing, net	Equity financing, net	—	—		1,748	2		7,080				—			—				7,082			Equity financing, net	—			—			3,980	4		35,356			—			—			35,360
Equity incentive plan	Equity incentive plan	—	—		35	—		—				—			—				—			Equity incentive plan	—			—			38	—		—			—			—			—
Exercise of warrants	Exercise of warrants	—	—		723	—		7,310				—			—				7,310			Exercise of warrants	—			—			300	1		3,877			—			—			3,878
Matching contribution to 401(k) plan	Matching contribution to 401(k) plan	—	—		26	—		155				—			—				155			Matching contribution to 401(k) plan	—			—			26	—		152			—			—			152
In lieu of cash compensation		—	—		9	—		50				—			—				50
Shares issued as a result of rounding due to reverse-stock split		—	—		13	—		—				—			—				—
Issuance of warrants		—	—		—	—		(2,322)				—			—				(2,322)

Stock-based compensation	Stock-based compensation	—	—		—	—		2,084				—			—				2,084			Stock-based compensation	—			—			—	—		2,329			—			—			2,329
Foreign currency translation adjustments	Foreign currency translation adjustments	—	—		—	—		—				(897)			—				(897)			Foreign currency translation adjustments	—			—			—	—		—			830			—			830
Balance at December 31, 2020		0	$	0	8,349	$	8	$	204,376			$	(847)		$	(199,103)			$	4,434
Balance at December 31, 2021																						Balance at December 31, 2021	—			$	—		12,693	$	13	$	246,090		$	(17)		$	(208,867)		$	37,219
Net loss																						Net loss	—			—			—	—		—			—			(15,080)			(15,080)
Issuance of common stock under:																						Issuance of common stock under:

Equity incentive plan																						Equity incentive plan	—			—			442	—		—			—			—			—

Matching contribution to 401(k) plan																						Matching contribution to 401(k) plan	—			—			68	—		177			—			—			177

Stock-based compensation																						Stock-based compensation	—			—			—	—		2,546			—			—			2,546
Foreign currency translation adjustments																						Foreign currency translation adjustments	—			—			—	—		—			580			—			580
Balance at December 31, 2022																						Balance at December 31, 2022	—			$	—		13,203	$	13	$	248,813		$	563		$	(223,947)		$	25,442


~~/s/ OUM & CO. LLP~~


	~~Goodwill~~
~~Balance at December 31, 2019~~	$	~~189~~
~~Impairment of goodwill~~	~~(189)~~
~~Balance at Balance at December 31, 2020~~	$	0


	Year Ended December 31, (Unaudited)
	2022		2021
Revenue	$	15,736	$	14,675
Net loss	$	(18,506)	$	(14,083)


	Year Ended December 31, 2022		Year Ended December 31, 2021
Beginning balance	$	2,695	$	3,302
Deferral of revenue	1,397		1,189
Recognition of deferred revenue	(1,939)		(1,796)
Ending balance	$	2,153	$	2,695


Cash paid for income taxes	$	6	$	23

Supplemental disclosure of non-cash activities
Reclassification of warrant liability to equity upon exercise of warrants	$	3,976	$	0
Share issuance for common stock contribution to 401(k) plan	$	155	$	191
Transfer of inventory to (from) property and equipment	$	132	$	(77)
Share issuance in lieu of cash compensation	$	50	$	919
Initial recognition of operating right-of-use assets	$	0	$	1,454
Initial recognition of operating lease liabilities	$	0	$	1,498
Share issuance for vesting of restricted stock	$	0	$	63
Change in deferred rent associated with ASC 842	$	0	$	44
Equipois sales earn-out	$	0	$	22


Fair value of warrants issued upon equity financing	$	—	$	1,936
Initial recognition of operating lease liabilities and right of use assets	$	1,459	$	—


	Accumulated Other Comprehensive Gain (Loss) ~~Income~~
~~Balance at December 31, 2019~~	$	50
~~Net unrealized loss on foreign currency translation~~	~~(897)~~
Balance at December 31, 2020	$	(847)
Net unrealized gain on foreign currency translation	830
Balance at December 31, 2021	(17)
Net unrealized gain on foreign currency translation	580
Balance at December 31, 2022	$	563


Inventories	$	1,935
Fixed assets	1,599
Intangible assets	5,240
Goodwill	431
Total assets	$	9,205

Accrued royalties	150
Total liabilities	$	150

Net assets acquired	$	9,055

Cash delivered at close	$	5,000
Fair value of promissory note	4,055
Total consideration	$	9,055


		Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
December 31, 2020
December 31, 2022										December 31, 2022
Liabilities	Liabilities									Liabilities
Warrant liabilities	Warrant liabilities	$	6,037	$	0	$	0	$	6,037	Warrant liabilities	$	233	$	—	$	—	$	233

December 31, 2019
December 31, 2021										December 31, 2021
Liabilities	Liabilities									Liabilities
Warrant liabilities	Warrant liabilities	$	4,307	$	0	$	0	$	4,307	Warrant liabilities	$	1,550	$	—	$	—	$	1,550
Contingent success fee liability		$	6	$	0	$	0	$	6


	Warrant Liability		Contingent Success Fee Liability
Balance at December 31, 2019	$	4,307	$	6
Initial fair value of warrants in connection with June 2020 financing	2,650		0
Loss on revaluation of warrants issued in June 2020, December 2019, May 2019 financing, and December 2015 equity financings	3,056		0
Reclassification of warrant liability to equity upon exercise of warrants	(3,976)		0
Gain on revaluation of contingent liability	0		(6)
Balance at December 31, 2020	$	6,037	$	0


	Warrant Liability
Balance as of December 31, 2020	$	6,037
Initial fair value of warrants issued in connection with 2021 financing	1,936
Gain on revaluation of warrants issued in 2021, June 2020, December 2019, and May 2019 equity financings	(3,962)
Reclassification of warrant liability to equity upon exercise of warrants	(2,461)
Balance as of December 31, 2021	$	1,550

Gain on revaluation of warrants issued in 2021, June 2020, December 2019, and May 2019 equity financings	(1,317)

Balance as of December 31, 2022	$	233


	December 31, 2022		December 31, 2021
Deferred extended maintenance and support	$	2,124	$	2,349
Deferred royalties	—		280
Deferred device and advances	29		66
Total deferred revenues	2,153		2,695
Less current portion	(1,121)		(1,220)
Deferred revenues, non-current	$	1,032	$	1,475


~~Beginning balance~~	$	~~3,281~~
~~Deferral of revenue~~	~~1,922~~
~~Recognition of deferred revenue~~	~~(1,901)~~
~~Ending balance~~	$	~~3,302~~


	Estimated	December 31,
	Life (Years)	2022		2021
Company-owned fleet	2-5	$	3,468	$	3,693
Computer software	3-5	234		390
Leasehold improvement	5-10	142		631
Furniture, office and leased equipment	3-7	279		554
Machinery and equipment	3-7	207		289
Tools, molds, dies and jigs	3-5	1,347		96
Computers and peripherals	3-5	—		77
		5,677		5,730
Accumulated depreciation and amortization		(2,997)		(4,739)
Property and equipment, net		$	2,680	$	991


		Warranty					Warranty
		2020		2019			2022		2021
Balance at beginning of the period	Balance at beginning of the period	$	350	$	319	Balance at beginning of the period	$	270	$	226
Additions for estimated future expense	Additions for estimated future expense	219		416		Additions for estimated future expense	425		304
Incurred costs	Incurred costs	(343)		(385)		Incurred costs	(282)		(260)
Balance at end of the period	Balance at end of the period	$	226	$	350	Balance at end of the period	$	413	$	270

Current portion	Current portion	188		285		Current portion	$	274	$	195
Long-term portion	Long-term portion	38		65		Long-term portion	139		75
Total	Total	$	226	$	350	Total	$	413	$	270


	Amount
Balance as of December 31, 2021	$	—
Acquisition activity	431

Balance as of December 31, 2022	$	431


	December 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	2,310	$	(22)	$	2,288
Trade name	2,310		N/A		2,310
Intellectual property	460		—		460
Customer relationships	140		(1)		139
Below market lease	20		$	—	$	20
Total intangible assets	$	5,240	$	(23)	$	5,217


Fiscal Year	Amount
2023	$	325
2024	306
2025	345
2026	345
2027	345
2028 and thereafter	1,241
Total	$	2,907


Period	Period	Amount		Period	Amount
2021 - 2022		$	0
2023	2023	2,000		2023	$	2,000
Total principal payments	Total principal payments	2,000		Total principal payments	2,000
Less final payment fee, discount and issuance cost		11
Less debt discount and issuance costs				Less debt discount and issuance costs	(3)
Note payable, net	Note payable, net	$	1,989	Note payable, net	$	1,997

Current portion	Current portion	$	0	Current portion	$	1,997
Long-term portion	Long-term portion	1,989		Long-term portion	—
Note payable, net	Note payable, net	$	1,989	Note payable, net	$	1,997


Period	Operating Leases
2021	$	599
2022	237



Total lease payments	836
Less: imputed interest	(55)
Present value of lease liabilities	$	781

Lease liabilities, current	$	548
Lease liabilities, noncurrent	233
Total lease liabilities	$	781

Weighted-average remaining term (in years)	1.44
Weighted-average discount rate	10.5		%


Source	Source	Exercise Price		Term (Years)	December 31, 2019	Issued	Expired	Exercised	December 31, 2020	Source	Exercise Price		Term (Years)	December 31, 2021	Issued	Expired	Exercised	December 31, 2022
2021 Warrants										2021 Warrants	$	12.81	5	273	—	—	—	273
June 2020 Investor Warrants	June 2020 Investor Warrants	$	5.18	5.5	0	874	0	(477)	397	June 2020 Investor Warrants	$	5.18	5.5	127	—	—	—	127
June 2020 Placement Agent Warrants	June 2020 Placement Agent Warrants	$	5.64	5	0	122	0	0	122	June 2020 Placement Agent Warrants	$	5.64	5	39	—	—	—	39
December 2019 Warrants	December 2019 Warrants	$	8.10	5	556	0	0	0	556	December 2019 Warrants	$	8.10	5	556	—	—	—	556
December 2019 Placement Agent Warrants	December 2019 Placement Agent Warrants	$	8.44	5	52	0	0	0	52	December 2019 Placement Agent Warrants	$	8.44	5	52	—	—	—	52
May 2019 Warrants	May 2019 Warrants	$	3.52	5	444	0	0	(246)	198	May 2019 Warrants	$	3.52	3	193	—	—	—	193
2017 Information Agent Warrants		$	22.50	3	13	0	(13)	0	0
2015 Warrants		$	41.25	5	107	0	(107)	0	0
Pre-2014 warrants		$	144.90	9-10	6	0	(6)	0	0
					1,178	996	(126)	(723)	1,325					1,240	—	—	—	1,240


	December 31, 2022			December 31, 2021
Current share price	$	1.19		$	2.65
Conversion price	$	12.81		$	12.81
Risk-free interest rate	4.21		%	1.13		%
Expected term (years)	3.11			4.11
Volatility of stock	99.6		%	98.3		%


		December 31, 2020			June 10, 2020				December 31, 2022			December 31, 2021
Current share price	Current share price	$	6.13		$	3.81		Current share price	$	1.19		$	2.65
Conversion price	Conversion price	$	5.18		$	5.18		Conversion price	$	5.18		$	5.18
Risk-free interest rate	Risk-free interest rate	0.35		%	0.39		%	Risk-free interest rate	4.23		%	1.11		%
Expected term (years)	Expected term (years)	4.94			5.5			Expected term (years)	2.94			3.94
Volatility of stock	Volatility of stock	105.3		%	96.4		%	Volatility of stock	99.6		%	103.9		%


Original share pool			137
2015 increase			111
June 2017 increase			67
December 2017 increase (ratified in June 2018)			293
2019 increase			233
March 2020 increase			333
December 2020 increase			800
June 2022 increase			550
Total share authorized for grant as of December 31, ~~2020~~2022			~~1,974~~2,524