Ekso Bionics Holdings Inc美股招股说明书(2025-10-29版)

These securities are being sold in this offering to certain purchasers under a securities purchase agreement dated October 28, 2025,between us and the purchasers, or the Securities Purchase Agreement. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol “EKSO.” On October 28, 2025, the lastreported sale price of our common stock on Nasdaq was $4.81 per share. As of October 28, 2025, the aggregate market value of our outstanding common stock held by non-affiliates, or the public float, wasapproximately $14.3 million based on 2,623,233 shares of outstanding common stock, of which 2,555,564 are held by non-affiliates,and a per share price of $5.60, which was the closing sale price of our common stock on October 3, 2025. Pursuant to GeneralInstruction I.B.6 of Form S-3, in no event will we sell our common stock in a public primary offering with a value exceeding morethan one-third of our public float in any 12-month period so long as our public float remains below $75,000,000. During the 12calendar months prior to and including the date of this prospectus supplement but before giving effect to this offering, we have sold$1,008,975 pursuant to General Instruction I.B.6 of Form S-3. Before giving effect to this offering, we may offer and sell shares ofour common stock having an aggregate offering price of up to $3,761,411 from time to time under General Instruction I.B.6 of FormS-3. We have engaged Lake Street Capital Markets, LLC to act as our placement agent (“placement agent”) in connection with thisoffering. The placement agent has agreed to use its best efforts to arrange for the sale of the common stock offered by thisprospectus supplement. The placement agent is not purchasing or selling any of the shares of common stock we are offering and theplacement agent is not required to arrange the purchase or sale of any specific number of shares or dollar amount. We have agreed topay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the common stockoffered by this prospectus supplement. See “Plan of Distribution” for more information regarding these arrangements. Investing in our securities involves significant risks. See“Risk Factors”beginning on page S-5 of this prospectus supplement, page3 of the accompanying base prospectus and in the documents incorporated by reference in this prospectus supplement for adiscussion of the factors you should carefully consider before deciding to purchase our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Anyrepresentation to the contrary is a criminal offense. (1)We have agreed to pay the placement agent a placement agent fee in an amount equal to six percent (6.0%) of the aggregate grossproceeds in this offering. We have also agreed to reimburse the placement agent for certain offering-related expenses and to issueto the placement agent (or its designees) a warrant (the “Placement Agent Warrant”) to purchase up to 15,389 shares of commonstock (the “Placement Agent Warrant Shares”), at an exercise price equal to 4.81 per share. See “Plan of Distribution.” We expect to deliver the securities against payment on or about October 30, 2025. Lake Street The date of this prospectus supplement is October 28, 2025 Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENT ABOUT THIS PROSPECTUS SUPPLEMENTFORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONCERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying base prospectus are part of a registration statement that we have filed with theSecurities and Exchange Commission, or SEC, utilizing a “shelf” registration process. We provide information to you about thisoffering of shares of our securities in two separate documents that are bound together: (1) this prospectus supplement, whichdescribes the specific details regarding this offering; and (2) the accompanying base prospectus, which provides generalinformation, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” we are referring to bothdocuments combined. If information in this prospectus supplement is inconsistent with the accompanying base prospectus, youshould