| Prospectus Supplement No. 1 | Filed Pursuant to Rule 424(b)(3) |
| Dated August 10, 2014 | Registration No. 333-195783 |
| (to Prospectus dated June 20, 2014) |
Ekso Bionics Holdings,INC.
67,134,768 Shares
Common Stock
This prospectus supplement no. 1 (the “Supplement”) relates to the sale of up to 67,134,768 shares of our common stock, par value $0.001 per share, by the selling stockholders of Ekso Bionics Holdings, Inc., a Nevada corporation, listed in the prospectus dated June 20, 2014 (the “Prospectus”). Of the shares being offered, 31,079,768 are presently issued and outstanding, and 36,055,000 are issuable upon exercise of common stock purchase warrants. The shares offered by the Prospectus may be sold by the selling stockholders from time to time in the open market, through privately negotiated transactions or a combination of these methods, at market prices prevailing at the time of sale or at negotiated prices.
This Supplement modifies, supersedes and supplements information contained in the Prospectus with respect to certain selling stockholders. This Supplement is incorporated by reference into, and should be read in conjunction with, the Prospectus. This Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any amendments or supplements thereto. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement is August 10, 2014
SELLING STOCKHOLDERS
The Company has been notified that the securities issued to selling stockholder Hedge Capital Partners LLC have been transferred to Allan Rothstein, the managing member of Hedge Capital Partners LLC. Accordingly, the “Selling Stockholders” table is being amended with respect to the shares previously registered to Hedge Capital Partners LLC as follows:
| Selling Stockholder | Shares of common stock Beneficially owned Prior to the Offering | Shares of common stock owned Prior to this Offering and Registered hereby | Shares Issuable Upon Exercise of Warrants owned Prior to this Offering and Registered hereby1 | Shares of common stock Beneficially Owned Upon Completion of the Offering2 | Percentage of Common Stock Beneficially Owned Upon Completion of the Offering3 | |||||||||||||||
| Allan Rothstein | 50,000 | 25,000 | 25,000 | 0 | 0 | |||||||||||||||
| 1 | An aggregate of 36,055,000 of the shares of common stock being offered by the selling security holders are issuable upon exercise of common stock purchase warrants. |
| 2 | Assumes all of the shares of common stock to be registered on the registration statement of which this prospectus is a part, including all shares of common stock underlying common stock purchase warrants held by the selling stockholders, are sold in the offering and that shares of common stock beneficially owned by such selling stockholder but not being registered by this prospectus (if any) are not sold. |
| 3 | Percentages are based on the 78,497,558 shares of common stock issued and outstanding as of the Determination Date. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock underlying shares of preferred stock, options or warrants currently exercisable or convertible, or exercisable or convertible within 60 days after the Determination Date are deemed outstanding for computing the percentage of the person holding such shares of preferred stock, options or warrants but are not deemed outstanding for computing the percentage of any other person. |