Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Dec. 31, 2013 | Feb. 14, 2014 | |
Document and Entity Information: | ' | ' |
Entity Registrant Name | 'EKSO BIONICS HOLDINGS, INC. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Dec-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001549084 | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 78,445,914 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Current assets | ' | ' |
Cash | $78 | $29,175 |
Total current assets | 78 | 29,175 |
Total Assets | 78 | 29,175 |
Current liabilities | ' | ' |
Accounts payable | 4,170 | ' |
Accrued Expenses | 750 | 4,800 |
Loan from shareholder | 10,869 | 9,324 |
Total Current Liabilities | 15,789 | 14,124 |
Stockholders' Equity (Deficit) | ' | ' |
Preferred stock, par value $0.001; 10,000,000 shares authorized at December 31, 2013 and 0 shares authorized at March 31, 2013; 0 shares issued and outstanding at December 31, 2013 and March 31, 2013 | ' | ' |
Common stock, par value $0.001; 500,000,000 shares authorized at December 31, 2013 and 75,000,000 shares authorized at March 31, 2013, 21,983,700 shares issued and outstanding at December 31, 2013 and March 31, 2013 | 6,350 | 6,350 |
Additional paid-in capital | 25,650 | 25,650 |
Deficit accumulated during the development stage | 47,711 | 16,949 |
Total Stockholders' Equity (Deficit) | -15,711 | 15,051 |
Total Liabilities and Stockholders' Equity (Deficit) | $78 | $29,175 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Preferred stock, par value per share | $0.00 | ' |
Preferred stock, shares authorized | 10,000,000 | ' |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 75,000,000 |
Common stock, shares issued | 21,983,700 | 21,983,700 |
Common stock, shares outstanding | 21,983,700 | 21,983,700 |
Statements_Of_Operations
Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | 23 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
OPERATING EXPENSES | ' | ' | ' | ' | ' |
Professional fees | $1,845 | $1,500 | $26,404 | $7,521 | $41,845 |
Website expenses | ' | ' | ' | ' | 500 |
Bank fees | 60 | 227 | 151 | 315 | 618 |
Miscellaneous expenses | 4,170 | 50 | 4,207 | 88 | 4,748 |
TOTAL OPERATING EXPENSES | 6,075 | 1,777 | 30,762 | 7,924 | 47,711 |
LOSS FROM OPERATIONS | -6,075 | -1,777 | -30,762 | -7,924 | -47,711 |
PROVISION FOR INCOME TAXES | ' | ' | ' | ' | ' |
NET LOSS | ($6,075) | ($1,777) | ($30,762) | ($7,924) | ($47,711) |
BASIC AND DILUTED NET LOSS PER SHARE | $0 | $0 | $0 | $0 | ' |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED | 21,983,700 | 19,093,681 | 21,983,700 | 17,906,724 | ' |
Statements_Of_Cash_Flows
Statements Of Cash Flows (USD $) | 9 Months Ended | 23 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Statement of Cash Flows [Abstract] | ' | ' | ' |
Net loss | ($30,762) | ($7,924) | ($47,711) |
Changes in operating assets and liabilities: | ' | ' | ' |
Increase (decrease) in accounts payable | 4,170 | ' | 4,170 |
Increase (decrease) in accrued expenses | -4,050 | -3,750 | 750 |
Net cash used in operating activities | -30,642 | -11,674 | -42,791 |
CASH FLOWS FROM FINANCING ACTIVITIES | ' | ' | ' |
Proceeds from sale of common stock | ' | 19,000 | 32,000 |
Loans from shareholder | 1,545 | 14,181 | 10,869 |
Net cash provided by financing activities | 1,545 | 33,181 | 42,869 |
Net increase (decrease) in cash | -29,097 | 21,507 | 78 |
Cash at beginning of period | 29,175 | 8,443 | ' |
Cash at end of period | $78 | $29,950 | $78 |
Organization_And_Nature_Of_Bus
Organization And Nature Of Business | 9 Months Ended |
Dec. 31, 2013 | |
Organization And Nature Of Business | ' |
Organization and nature of business | ' |
NOTE 1 – ORGANIZATION AND NATURE OF BUSINESS | |
Ekso Bionics Holdings, Inc. (the “Company”) was incorporated as PN Med Group Inc. under the laws of the State of Nevada on January 30, 2012. The Company planned to distribute medical supplies and equipment to municipalities, hospitals, pharmacies, care centers, and clinics throughout the country of Chile. The Company has since discontinued operations in this area. On December 18, 2013, we changed our name from PN Med Group, Inc. to Ekso Bionics Holdings, Inc. | |
On January 15, 2014, our wholly-owned subsidiary, Ekso Acquisition Corp., a corporation formed in the State of Delaware on January 3, 2014, merged with and into Ekso Bionics, Inc., a corporation incorporated in the State of Delaware on January 19, 2005. Ekso Bionics, Inc. was the surviving corporation in the Merger and became our wholly-owned subsidiary. See Note 9 – Subsequent Events for more information. These Notes should be read in conjunction with the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on January 23, 2014. |
Summary_Of_Significant_Account
Summary Of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2013 | |
Summary Of Significant Accounting Policies | ' |
Summary of significant accounting policies | ' |
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Development Stage Company | |
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. | |
Basis of Presentation | |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the SEC. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the three and nine months ended December 31, 2013. These should be read in conjunction with the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2014. The balance sheet at March 31, 2013 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. | |
Accounting Basis | |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States. As of January 15, 2014, the Company changed its fiscal year from a fiscal year ending March 31 to one ending on December 31 of each year. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $78 and $29,175 of cash as of December 31, 2013 and March 31, 2013, respectively. As of December 31, 2013, the Company held no cash equivalents. | |
Fair Value of Financial Instruments | |
The Company’s financial instruments consist of cash and cash equivalents, accrued expenses and amounts due to a shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Income Taxes | |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Basic Income (Loss) Per Share | |
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2013. | |
Comprehensive Income | |
ASC 220, Comprehensive Income, requires that an entity’s change in equity or net assets during a period from transactions and other events from non-owner sources be reported. The Company reports unrealized gains and losses on its available-for-sale securities as other comprehensive income (loss). The Company has not had any significant transactions that are required to be reported in other comprehensive income. | |
Recent Accounting Pronouncements | |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Accrued_Expenses
Accrued Expenses | 9 Months Ended |
Dec. 31, 2013 | |
DisclosureAccruedExpensesAbstract | ' |
Accrued expenses | ' |
NOTE 3 – ACCRUED EXPENSES | |
Accrued expenses at December 31, 2013 and March 31, 2013 consisted of amounts owed to the Company’s outside independent auditors for services rendered for periods reported on in these financial statements. |
Loan_From_Shareholder
Loan From Shareholder | 9 Months Ended |
Dec. 31, 2013 | |
Loan From Shareholder | ' |
Loan from shareholder | ' |
NOTE 4 – LOAN FROM SHAREHOLDER | |
During the three month period ended March 31, 2012, a shareholder and officer loaned $3,600 to the Company to open the bank account and help fund operations. The shareholder/officer loaned another $5,724 during the year ended March 31, 2013. During the three month period ended December 31, 2013, a shareholder and officer loaned an additional $400 to the Company and another shareholder advanced to the Company $1,145 towards expenses of the Company. The balance due on these loans was $10,869 and $9,324 as of December 31, 2013 and March 31, 2013, respectively. The loans are unsecured, non-interest bearing and due on demand. |
Capital_Stock
Capital Stock | 9 Months Ended |
Dec. 31, 2013 | |
Capital Stock | ' |
Capital stock | ' |
NOTE 5 – CAPITAL STOCK | |
On December 18, 2013, we increased our authorized capital stock from 75,000,000 shares of common stock, par value $0.001, to 500,000,000 shares of common stock, par value $0.001 (the “Common Stock”), and 10,000,000 shares of “blank check” preferred stock, par value $0.001. | |
On December 16, 2013, we completed a 3.462-for-1 forward split of our Common Stock in the form of a dividend, with the result that the 6,350,000 shares of Common Stock, $0.001 par value per share, outstanding immediately prior to the stock split became 21,983,700 shares of Common Stock outstanding immediately thereafter. All share and per share numbers in this Report have been adjusted to give effect to this stock split, unless otherwise indicated. | |
On March 29, 2012, the Company issued 17,310,000 shares of Common Stock for cash proceeds of $5,000. The Company sold 4,673,700 shares of Common Stock for total cash proceeds of $27,000 during the year ended March 31, 2013. | |
As of December 31, 2013, there were 21,983,700 shares of Common Stock issued and outstanding. |
Commitments_And_Contingencies
Commitments And Contingencies | 9 Months Ended |
Dec. 31, 2013 | |
Commitments And Contingencies | ' |
Commitments and contingencies | ' |
NOTE 6 – COMMITMENTS AND CONTINGENCIES | |
The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes | ' | ||||||||
Income taxes | ' | ||||||||
NOTE 7 – INCOME TAXES | |||||||||
As of December 31, 2013, the Company had net operating loss carry forwards of approximately $47,071 that may be available to reduce future years’ taxable income in varying amounts through 2032. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. | |||||||||
The provision for Federal income tax consists of the following for the nine months ended December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Federal income tax benefit attributable to: | |||||||||
Current operations | $ | 10,459 | $ | 2,694 | |||||
Less: valuation allowance | (10,459 | ) | (2,694 | ) | |||||
Net provision for Federal income taxes | $ | 0 | $ | 0 | |||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: | |||||||||
31-Dec-13 | 31-Mar-13 | ||||||||
Deferred tax asset attributable to: | |||||||||
Net operating loss carryover | $ | 16,222 | $ | 5,762 | |||||
Less: valuation allowance | (16,222 | ) | (5,762 | ) | |||||
Net deferred tax asset | $ | 0 | $ | 0 | |||||
Due to the change in ownership provisions of the Tax Reform Act of 1986 (the “IRC”), net operating loss carry forwards of approximately $41,636 for Federal income tax reporting purposes are subject to annual limitations. Utilization of these net operating loss carry forwards is limited in accordance with IRC Section 382 based upon the shift in ownership as of January 15, 2014. | |||||||||
Going_Concern
Going Concern | 9 Months Ended |
Dec. 31, 2013 | |
Going Concern | ' |
Going Concern | ' |
NOTE 8 – GOING CONCERN | |
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred cumulative net losses of $47,711 from January 30, 2012 (cumulative period from inception) to December 31, 2013. The Company completed a merger transaction on January 15, 2014 with Ekso Bionics, Inc., an operating company, which currently has sufficient capital to finance operations through the next twelve months. The Company continues to have no revenues and very limited working capital as of December 31, 2013. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Dec. 31, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
NOTE 9 – SUBSEQUENT EVENTS | |
The Company’s management has evaluated subsequent events occurring after December 31, 2013 and through the issuance date of February 18, 2014, and has determined that the following material events and transactions occurred during this period. | |
On January 15, 2014, our wholly-owned subsidiary, Ekso Acquisition Corp., a corporation formed in the State of Delaware on January 3, 2014 (“Acquisition Sub”) merged (the “Merger”) with and into Ekso Bionics, Inc., a corporation incorporated in the State of Delaware on January 19, 2005. Ekso Bionics, Inc. was the surviving corporation in the Merger and became our wholly-owned subsidiary. | |
At the closing of the Merger, (a) all shares of Ekso Bionics’ common stock and preferred stock issued and outstanding immediately prior to the closing of the Merger were converted into an aggregate of 42,615,546 restricted shares of our Common Stock, (b) all warrants to purchase Ekso Bionics’ stock outstanding immediately prior to the closing of the Merger were converted into warrants to purchase an aggregate of 621,363 restricted shares of our Common Stock, and (c) all options to purchase Ekso Bionics’ stock outstanding immediately prior to the closing of the Merger were converted into options to purchase an aggregate of 7,586,459 restricted shares of our Common Stock. | |
Upon the closing of the Merger, under the terms of a split-off agreement and a general release agreement, the Company transferred all of its pre-Merger operating assets and liabilities to its wholly-owned special-purpose subsidiary, PN Med Split Off Corp, a Delaware corporation (“Split-Off Subsidiary”), formed on January 7, 2014. Thereafter, pursuant to the split-off agreement, the Company transferred all of the outstanding shares of capital stock of Split-Off Subsidiary to Pedro Perez Niklitschek and Miguel Molina Urra, the pre-Merger majority stockholders of the Company, and the former officers and sole director of the Company (the “Split-Off”), in consideration of and in exchange for (i) the surrender and cancellation of an aggregate of 17,483,100 shares of our Common Stock held by Messrs. Perez Niklitschek and Molina Urra (which were cancelled and will resume the status of authorized but unissued shares of our Common Stock) and (ii) certain representations, covenants and indemnities. | |
As a result of the Merger and Split-Off, we discontinued our pre-Merger business and acquired the business of Ekso Bionics, Inc. and will continue the existing business operations of Ekso Bionics, Inc., which is designing, developing, and commercializing exoskeletons to augment human strength, endurance and mobility. | |
In November 2013, Ekso Bionics, Inc. offered and sold in a private placement to accredited investors $5,000,000 principal amount of its senior subordinated secured convertible notes (the “Bridge Notes”). On January 15, 2014, we closed a private placement offering (the “PPO”) of 20,580,000 Units of our securities, at a purchase price of $1.00 per Unit (or $20,580,000 in the aggregate, including the conversion of the Bridge Notes). Each Unit consists of one share of the our Common Stock and a warrant to purchase one share of Common Stock at an exercise price of $2.00 per share and with a term of five years (the “PPO Warrants”). At the initial closing of the PPO, the entire outstanding principal amount of the Bridge Notes was automatically converted into Units at a conversion price of $1.00 per Unit, and investors in the Bridge Notes received a warrant to purchase a number of shares of Common Stock equal to 50% of the number of shares of Common Stock contained in the Units into which the Bridge Notes were converted, at an exercise price of $1.00 per share for a term of three years (the “Bridge Warrants”). Both the PPO Warrants and the Bridge Warrants have weighted average anti-dilution protection, subject to customary exceptions. | |
Between January 29, 2014 and February 6, 2014, we issued an additional 9,720,000 Units in subsequent closings of the PPO. Dan Boren and Marilyn Hamilton, each a director of the Company, purchased 20,000 and 200,000 Units, respectively, in the PPO. | |
In connection with the Merger, we agreed that in the event that the aggregate gross proceeds of the PPO (including the principal of the Bridge Notes) exceeded $20,000,000, we would issue to the pre-Merger Company stockholders, pro rata, a number of restricted shares of our Common Stock such that the aggregate ownership of the pre-Merger Company stockholders (not including any shares of Common Stock purchased by them in the PPO) remained approximately 6.8% of our outstanding Common Stock as of the time of the Merger. We have issued an aggregate of 779,768 shares of our Common Stock to such persons. | |
In connection with the sale of the Bridge Notes, Ekso Bionics, Inc. paid to Gottbetter Capital Markets, LLC (the “Placement Agent”), a registered broker-dealer, and its permitted subagents aggregate cash commissions of $500,000, which was equal to 10% of funds raised, and warrants to purchase 500,000 shares of our Common Stock, which was equal to 10% of the number of shares of Common Stock into which Bridge Notes would convert at the closing of the Merger and PPO, with an exercise price per share of $1.00 and a term of five years (“Bridge Agent Warrants”). In connection with the PPO, we paid the Placement Agent and its permitted subagents aggregate cash commissions of $2,530,000, which was equal to 10% of the gross proceeds raised from investors in the PPO, and warrants to purchase 2,530,000 shares of our Common Stock, which was equal to 10% of the number of shares of Common Stock included in the Units sold in the PPO (excluding the Units issued upon conversion of the Bridge Notes), with a term of five years and an exercise price of $1.00 per share (the “PPO Agent Warrants”). The Bridge Agent Warrants and the PPO Agent Warrants have weighted average anti-dilution protection, subject to customary exceptions. | |
We agreed to pay the Placement Agent an additional cash commission of 5% of funds received by the Company from the exercise of Bridge Warrants and PPO Warrants resulting from any future solicitation of the exercise of such warrants by the Company. Any sub-agent of the Placement Agent that introduced investors to the PPO was entitled to share in the cash fees and warrants attributable to those investors as described above. | |
In addition, in connection with the Merger and the PPO, we issued warrants to purchase 225,000 shares of our Common Stock to the former senior lender of Ekso Bionics, Inc. These warrants have the same terms as the Bridge Warrants. | |
Before the Merger, the Company’s Board of Directors adopted, and its stockholders approved, our 2014 Equity Incentive Plan (the “2014 Plan”), which provides for the issuance of incentive awards of up to 14,410,000 shares of Common Stock to officers, key employees, consultants and directors. Options to purchase 9,886,459 shares of Common Stock have been granted under the 2014 Plan, including options to purchase 7,586,459 shares of our Common Stock held by holders of options to purchase Ekso Bionics, Inc. common stock prior to the merger and options to purchase an aggregate of 2,300,000 shares of our Common Stock awarded following the closing of the Merger to our executive officers and directors. | |
Immediately after giving effect to (i) the Merger and (ii) the cancellation of 17,483,100 shares in the Split-Off, and (iii) the final closing of the PPO, there were 78,445,914 issued and outstanding shares of our Common Stock. In addition, immediately after giving effect to the Merger, the Split-Off and the final closing of the PPO, | |
investors in the Bridge Notes hold Bridge Warrants to purchase 2,500,000 shares of our Common Stock; | |
investors in the PPO and the Bridge Notes hold PPO Warrants to purchase 30,300,000 shares of our Common Stock; | |
the Placement Agent and its permitted subagents hold Bridge Agent Warrants to purchase 500,000 shares of our Common Stock and PPO Agent Warrants to purchase 2,530,000 shares of our Common stock; | |
warrants to purchase Ekso Bionics, Inc.’s common stock outstanding immediately prior to the closing of the Merger have been converted into warrants to purchase an aggregate of 621,363 shares of our Common Stock, which are currently outstanding; | |
other holders hold warrants to purchase 225,000 shares of common stock on the same terms as the Bridge Warrants; and | |
there are options to purchase 9,886,459 granted under the 2014 Plan. | |
No other securities convertible into or exercisable or exchangeable for the Company’s common stock (including options or warrants) are outstanding. | |
The Merger is being accounted for as a “reverse merger,” and Ekso Bionics, Inc. is deemed to be the acquirer in the reverse merger. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Merger will be those of Ekso Bionics, Inc. and will be recorded at the historical cost basis of Ekso Bionics, Inc., and the consolidated financial statements after completion of the Merger will include the assets and liabilities of Ekso Bionics, Inc., historical operations of Ekso Bionics, Inc. and operations of the Company and its subsidiaries from the closing date of the Merger. As a result of the issuance of the shares of the Company’s common stock pursuant to the Merger, a change in control of the Company occurred as of the date of consummation of the Merger. | |
Also on January 15, 2014, we changed our fiscal year from a fiscal year ending on March 31 of each year, which was used in our most recent filing with the SEC, to one ending on December 31 of each year, which is the fiscal year end of Ekso Bionics, Inc. |
Summary_Of_Significant_Account1
Summary Of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2013 | |
Summary Of Significant Accounting Policies Policies | ' |
Development stage company | ' |
Development Stage Company | |
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from. | |
Basis of presentation | ' |
Basis of Presentation | |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and pursuant to the rules and regulations of the SEC. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the three and nine months ended December 31, 2013. These should be read in conjunction with the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2014. The balance sheet at March 31, 2013 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. | |
Accounting basis | ' |
Accounting Basis | |
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States. As of January 15, 2014, the Company changed its fiscal year from a fiscal year ending March 31 to one ending on December 31 of each year. | |
Cash and cash equivalents | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents. The Company had $78 and $29,175 of cash as of December 31, 2013 and March 31, 2013, respectively. As of December 31, 2013, the Company held no cash equivalents. | |
Fair value of financial instruments | ' |
Fair Value of Financial Instruments | |
The Company’s financial instruments consist of cash and cash equivalents, accrued expenses and amounts due to a shareholder. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements. | |
Income taxes | ' |
Income Taxes | |
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. | |
Use of estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Basic-income (loss) per share | ' |
Basic Income (Loss) Per Share | |
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2013. | |
Comprehensive income | ' |
Comprehensive Income | |
ASC 220, Comprehensive Income, requires that an entity’s change in equity or net assets during a period from transactions and other events from non-owner sources be reported. The Company reports unrealized gains and losses on its available-for-sale securities as other comprehensive income (loss). The Company has not had any significant transactions that are required to be reported in other comprehensive income. | |
Recent accounting pronouncements | ' |
Recent Accounting Pronouncements | |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Income Taxes Tables | ' | ||||||||
Schedule of provision for federal income tax | ' | ||||||||
The provision for Federal income tax consists of the following for the nine months ended December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Federal income tax benefit attributable to: | |||||||||
Current operations | $ | 10,459 | $ | 2,694 | |||||
Less: valuation allowance | (10,459 | ) | (2,694 | ) | |||||
Net provision for Federal income taxes | $ | 0 | $ | 0 | |||||
Schedule of deferred tax assets | ' | ||||||||
The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows: | |||||||||
31-Dec-13 | 31-Mar-13 | ||||||||
Deferred tax asset attributable to: | |||||||||
Net operating loss carryover | $ | 16,222 | $ | 5,762 | |||||
Less: valuation allowance | (16,222 | ) | (5,762 | ) | |||||
Net deferred tax asset | $ | 0 | $ | 0 | |||||
Income_Taxes_Schedule_Of_Provi
Income Taxes (Schedule Of Provision For Federal Income Tax) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 23 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Taxes Schedule Of Provision For Federal Income Tax Details | ' | ' | ' | ' | ' |
Federal income tax benefit attributable to current operations | ' | ' | $10,459 | $2,694 | ' |
Less: valuation allowance | ' | ' | -10,459 | -2,694 | ' |
Net provision for federal income taxes | ' | ' | ' | ' | ' |
Income_Taxes_Schedule_Of_Defer
Income Taxes (Schedule Of Deferred Tax Assets) (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 |
Deferred tax assets attributable to: | ' | ' |
Net operating loss carryover | $16,222 | $5,762 |
Less: valuation allowance | 16,222 | 5,762 |
Net deferred tax asset | $0 | $0 |
Loan_From_Shareholder_Narrativ
Loan From Shareholder (Narrative) (Details) (USD $) | 9 Months Ended | 23 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2012 | Mar. 31, 2013 | |
Shareholder and Officer | Shareholder | Loans Payable | Loans Payable | ||||
Loans Payable | Loans Payable | Shareholder and Officer | Shareholder and Officer | ||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Proceeds from loan | $1,545 | $14,181 | $10,869 | $400 | $1,145 | $3,600 | $5,724 |
Debt instrument description | ' | ' | ' | 'The loans are unsecured, non-interest bearing and due on demand | 'The loans are unsecured, non-interest bearing and due on demand | 'The loans are unsecured, non-interest bearing and due on demand | 'The loans are unsecured, non-interest bearing and due on demand |
Capital_Stock_Narrative_Detail
Capital Stock (Narrative) (Details) (USD $) | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 16, 2013 | Mar. 29, 2012 | Mar. 31, 2013 | Dec. 18, 2013 | Dec. 18, 2013 |
Common Stock | Common Stock | Common Stock | Common Stock | Preferred Stock | |||
Common stock shares issued for cash, shares | ' | ' | ' | 17,310,000 | 4,673,700 | ' | ' |
Common stock shares issued for cash, value | ' | ' | ' | $5,000 | $27,000 | ' | ' |
Common stock, par value per share | $0.00 | $0.00 | ' | ' | ' | $0.00 | ' |
Common stock, shares authorized | 500,000,000 | 75,000,000 | ' | ' | ' | 500,000,000 | ' |
Preferred stock, par value per share | $0.00 | ' | ' | ' | ' | ' | $0.00 |
Preferred stock, shares authorized | 10,000,000 | ' | ' | ' | ' | ' | 10,000,000 |
Forward stock split | ' | ' | '3.462-for-1 | ' | ' | ' | ' |
Changes in capital structure after stock split | ' | ' | ' | ' | ' | ' | ' |
On December 16, 2013, we completed a 3.462-for-1 forward split of our Common Stock in the form of a dividend, with the result that the 6,350,000 shares of Common Stock, $0.001 par value per share, outstanding immediately prior to the stock split became 21,983,700 shares of Common Stock outstanding immediately thereafter. |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 9 Months Ended |
Dec. 31, 2013 | |
Income Taxes Narrative Details | ' |
Net operating loss carry-forward | $47,071 |
Operation loss carryforwards terms | ' |
Due to the change in ownership provisions of the Tax Reform Act of 1986 (the “IRC”), net operating loss carry forwards of approximately $41,636 for Federal income tax reporting purposes are subject to annual limitations. Utilization of these net operating loss carry forwards is limited in accordance with IRC Section 382 based upon the shift in ownership as of January 15, 2014 | |
Tax effect at the expected rate | 34.00% |
Subsequent_Events_Narrative_De
Subsequent Events (Narrative) (Details) (USD $) | Nov. 30, 2013 | Jan. 15, 2014 | Feb. 06, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 |
Ekso Bionics, Inc | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | Subsequent Event | |
Senior Subordinated Convertible Notes | Private Placement Offering | Private Placement Offering | Ekso Bionics, Inc | Ekso Bionics, Inc | Ekso Bionics, Inc | PN Med Split Off Corp | |
Senior Subordinated Convertible Notes | Restricted Common Stock | Common Stock | |||||
Majority Shareholders - Messrs. Perez Niklitschek and Molina Urra | |||||||
No of shares issued in connection with merger | ' | ' | ' | ' | ' | 42,615,546 | ' |
Warrants issued in connection with merger | ' | ' | ' | ' | ' | 621,363 | ' |
Options issued in connection with merger | ' | ' | ' | ' | ' | 7,586,459 | ' |
Shares cancelled under split off agrrement with PN Med Split Off Corp | ' | ' | ' | ' | ' | ' | 17,483,100 |
Convertible notes | $5,000,000 | ' | ' | ' | ' | ' | ' |
Debt conversion terms | ' | ' | ' | ' | ' | ' | ' |
At the initial closing of the PPO, the entire outstanding principal amount of the Bridge Notes was automatically converted into Units at a conversion price of $1.00 per Unit, and investors in the Bridge Notes received a warrant to purchase a number of shares of Common Stock equal to 50% of the number of shares of Common Stock contained in the Units into which the Bridge Notes were converted, at an exercise price of $1.00 per share for a term of three years (the “Bridge Warrants”). Both the PPO Warrants and the Bridge Warrants have weighted average anti-dilution protection, subject to customary exceptions. | |||||||
Private placement terms | ' | ' | ' | ' | ' | ' | ' |
Between January 29, 2014 and February 6, 2014, we issued an additional 9,720,000 Units in subsequent closings of the PPO. Dan Boren and Marilyn Hamilton, each a director of the Company, purchased 20,000 and 200,000 Units, respectively, in the PPO. | |||||||
On January 15, 2014, we closed a private placement offering (the “PPO”) of 20,580,000 Units of our securities, at a purchase price of $1.00 per Unit (or $20,580,000 in the aggregate, including the conversion of the Bridge Notes). Each Unit consists of one share of the our Common Stock and a warrant to purchase one share of Common Stock at an exercise price of $2.00 per share and with a term of five years (the “PPO Warrants”). | |||||||
Merger description | ' | ' | ' | ' | ' | ' | ' |
In connection with the Merger, we agreed that in the event that the aggregate gross proceeds of the PPO (including the principal of the Bridge Notes) exceeded $20,000,000, we would issue to the pre-Merger Company stockholders, pro rata, a number of restricted shares of our Common Stock such that the aggregate ownership of the pre-Merger Company stockholders (not including any shares of Common Stock purchased by them in the PPO) remained approximately 6.8% of our outstanding Common Stock as of the time of the Merger. We have issued an aggregate of 779,768 shares of our Common Stock to such persons. | |||||||
In connection with the sale of the Bridge Notes, Ekso Bionics, Inc. paid to Gottbetter Capital Markets, LLC (the “Placement Agent”), a registered broker-dealer, and its permitted subagents aggregate cash commissions of $500,000, which was equal to 10% of funds raised, and warrants to purchase 500,000 shares of our Common Stock, which was equal to 10% of the number of shares of Common Stock into which Bridge Notes would convert at the closing of the Merger and PPO, with an exercise price per share of $1.00 and a term of five years (“Bridge Agent Warrants”). In connection with the PPO, we paid the Placement Agent and its permitted subagents aggregate cash commissions of $2,530,000, which was equal to 10% of the gross proceeds raised from investors in the PPO, and warrants to purchase 2,530,000 shares of our Common Stock, which was equal to 10% of the number of shares of Common Stock included in the Units sold in the PPO (excluding the Units issued upon conversion of the Bridge Notes), with a term of five years and an exercise price of $1.00 per share (the “PPO Agent Warrants”). The Bridge Agent Warrants and the PPO Agent Warrants have weighted average anti-dilution protection, subject to customary exceptions. | |||||||
We agreed to pay the Placement Agent an additional cash commission of 5% of funds received by the Company from the exercise of Bridge Warrants and PPO Warrants resulting from any future solicitation of the exercise of such warrants by the Company. Any sub-agent of the Placement Agent that introduced investors to the PPO was entitled to share in the cash fees and warrants attributable to those investors as described above. | |||||||
In addition, in connection with the Merger and the PPO, we issued warrants to purchase 225,000 shares of our Common Stock to the former senior lender of Ekso Bionics, Inc. These warrants have the same terms as the Bridge Warrants. | |||||||
Before the Merger, the Company’s Board of Directors adopted, and its stockholders approved, our 2014 Equity Incentive Plan (the “2014 Plan”), which provides for the issuance of incentive awards of up to 14,410,000 shares of Common Stock to officers, key employees, consultants and directors. Options to purchase 9,886,459 shares of Common Stock have been granted under the 2014 Plan, including options to purchase 7,586,459 shares of our Common Stock held by holders of options to purchase Ekso Bionics, Inc. common stock prior to the merger and options to purchase an aggregate of 2,300,000 shares of our Common Stock awarded following the closing of the Merger to our executive officers and directors. | |||||||
Immediately after giving effect to (i) the Merger and (ii) the cancellation of 17,483,100 shares in the Split-Off, and (iii) the final closing of the PPO, there were 78,445,914 issued and outstanding shares of our Common Stock. In addition, immediately after giving effect to the Merger, the Split-Off and the final closing of the PPO, | |||||||
investors in the Bridge Notes hold Bridge Warrants to purchase 2,500,000 shares of our Common Stock; | |||||||
investors in the PPO and the Bridge Notes hold PPO Warrants to purchase 30,300,000 shares of our Common Stock; | |||||||
the Placement Agent and its permitted subagents hold Bridge Agent Warrants to purchase 500,000 shares of our Common Stock and PPO Agent Warrants to purchase 2,530,000 shares of our Common stock; | |||||||
warrants to purchase Ekso Bionics, Inc.’s common stock outstanding immediately prior to the closing of the Merger have been converted into warrants to purchase an aggregate of 621,363 shares of our Common Stock, which are currently outstanding; | |||||||
other holders hold warrants to purchase 225,000 shares of common stock on the same terms as the Bridge Warrants; and | |||||||
there are options to purchase 9,886,459 granted under the 2014 Plan. | |||||||