The Merger, Offering and Other Related Transactions | 3. The Merger, Offering and Other Related Transactions Holdings was incorporated in the State of Nevada on January 30, 2012 as a distributor of medical supplies and equipment to municipalities, hospitals, pharmacies, care centers, and clinics in Chile. At the time of the Merger, Holdings was a shell company as defined in Rule 12b-2 of the Exchange Act. Holdings' fiscal year end was previously March 31 but was changed to December 31 in connection with the Merger. On January 15, 2014, Holdings and a newly formed wholly-owned subsidiary of Holdings, Ekso Acquisition Corp, (Acquisition Sub) entered into an Agreement and Plan of Merger and Reorganization (the Merger Agreement) with Ekso Bionics. Under the Merger Agreement, Acquisition Sub merged with and into Ekso Bionics, with Ekso Bionics remaining as the surviving corporation and with the stockholders of Ekso Bionics exchanging all of their common stock, convertible preferred stock and warrants to purchase preferred stock issued and outstanding immediately prior to the closing of the Merger into an aggregate of 42,615,556 621,361 4,989,111 7,602,408 5,280,368 4,500,600 779,768 6.8 Upon the closing of the Merger, under the terms of a split-off agreement and a general release agreement, Holdings transferred all of its pre-Merger operating assets and liabilities to a newly formed wholly-owned special-purpose subsidiary (Split-Off Subsidiary), and transferred all of the outstanding shares of capital stock of Split-Off Subsidiary to two individuals who were the pre-Merger majority stockholders of Holdings and Holdings' former officers and sole director (the Split-Off), in consideration of and in exchange for (a) the surrender and cancellation of all shares of Holdings' common stock held by such individuals (which were cancelled and resumed the status of authorized but unissued shares of our common stock) and (b) certain representations, covenants and indemnities. Accounting for Reverse Merger Ekso Bionics, as the accounting acquirer, recorded the Merger as the issuance of stock for the net monetary assets of Holdings accompanied by a recapitalization. This accounting was identical to that resulting from a reverse merger, except that no goodwill or intangible assets were recorded. In filings with the SEC subsequent to the Merger, including this filing, the historical financial statements of Holdings before the Merger have been replaced with the historical financial statements of Ekso Bionics before the Merger. The Merger was intended to be treated as a tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended. Retroactive Conversion of all Share and Per Share Amounts In accordance with reverse merger accounting guidance, amounts for Ekso Bionics' historical (pre-merger) common stock, preferred stock and warrants and options to purchase common stock, including share and per share amounts, have been retroactively adjusted using their respective exchange ratios in these financial statements unless otherwise disclosed. The conversion ratios were 1.5238 1.6290 1.9548 1.9548 Repayment of 2013 Bridge Note In November 2013, in anticipation of the Merger and related private placement offering, Ekso Bionics completed a private placement to accredited investors of $ 5,000 83 5,000,000 2,500,000 1.00 three Private Placement Offering Concurrently with the closing of the Merger and in contemplation of the Merger, the Company held a closing of a private placement offering (PPO) in which it sold 20,580,000 1.00 one 2.00 five 9,720,000 30,300,000 25,300 5,083 2,553 3,338 Investors in the Units have weighted average anti-dilution protection with respect to the shares of common stock included in the Units if within 24 months after the final closing of the PPO the Company issues additional shares of common stock or common stock equivalents (subject to customary exceptions, including but not limited to issuances of awards under the Company's 2014 Equity Incentive Plan) for consideration per share less than $1.00. The PPO warrants also had weighted average anti-dilution protection, subject to customary exceptions. In connection with the conversion of the 2013 Bridge Notes and the PPO, the placement agent for the PPO and its sub-agents were paid an aggregate commission of $ 3,030 3,030,000 five 1.00 Offer to Amend and Exercise In November 2014, the Company consummated an offer to amend and exercise its PPO Warrants at a temporarily reduced exercise price (Offer to Amend and Exercise). Pursuant to the Offer to Amend and Exercise, an aggregate of 22,755,500 2.00 1.00 In connection with the Offer to Amend and Exercise, the holders of a majority of the then outstanding PPO Warrants, Bridge Warrants, and Agent Warrants approved an amendment to remove the price-based anti-dilution provisions in those warrants (see Note 9, Warrants 2014 Equity Incentive Plan Before the Merger, the Board of Directors adopted, and the stockholders approved, the 2014 Equity Incentive Plan (2014 Plan), which provides for the issuance of incentive awards constituting up to 14,410,000 7,602,408 On the closing of the Merger, the Board granted to officers and directors options to purchase an aggregate of 2,300,000 Subsequent to the Merger, on June 10, 2015, the Board submitted to the stockholders and the stockholders approved and ratified an amendment of the 2014 Plan to increase the maximum number of shares of common stock that may be issued under the 2014 Plan by 11,590,000 26,000,000 |