04/28/2026 | Press release | Distributed by Public on 04/28/2026 15:12
Management's Discussion and Analysis of Financial Condition and Results of Operations
In this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (this "Quarterly Report"), the "Company", "we", "its" and "our" refers to Ekso Bionics Holdings, Inc. and its wholly-owned subsidiaries. The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which is incorporated herein by reference (the "Annual Report").
This Quarterly Report contains forward-looking statements. These forward-looking statements include statements other than statements of historical facts contained or incorporated by reference in this Quarterly Report, including statements regarding (i) the plans and objectives of management for future operations, including those relating to the design, development, distribution and commercialization of exoskeleton products for humans, including for Nomad and BalanceTutor, (ii) the manufacturing of our products and strengthening of our supply chain, and potential opportunities for strategic partnerships, (iii) beliefs regarding the regulatory path for our products, including potential approvals required and timing of approvals, (iv) our future financial performance, including any such statement contained in a discussion and analysis of our financial condition by management or in our results of operations, (v) our beliefs regarding the potential for commercial opportunities, including for exoskeleton technology and our exoskeleton products, and for strategic partnerships, (vi) our beliefs regarding potential clinical and other health benefits of our medical devices, (vii) the actions we will take in seeking reimbursements from Centers for Medicare and Medicaid Services ("CMS") and the success of such actions, (viii) the timing and amounts of CMS reimbursement, (ix) our ability to grow and expand our Ekso Indego Personal Health market as we work to grow revenue in light of Medicare reimbursement from CMS of the Ekso Indego Personal, (x) our ability to obtain insurance coverage beyond CMS, (xi) our ability to obtain additional indications for products that cover the Ekso Indego Personal, (xii) the timing of executing large sales contracts, (xiii) our expectations regarding the timing and impact of impairment charges on the value of certain of our assets in future periods, (xiv) the impact and effects of the other risk factors on our business, results of operations or prospects, (xv) our evaluation of one or more strategic transactions, (xvi) statements regarding the Business Combination (as defined below), including the Closing (as defined below), the timing of the Business Combination and the structure of the Business Combination, (xvii) statements regarding ChronoScale (as defined below), including our intention to change our fiscal year to May 31st, and (xviii) the assumptions underlying or relating to any statement described in points (i) through (xvii) above. The words "may," "might," "would," "should," "could," "project," "estimate," "pro-forma," "predict," "potential," "strategy," "anticipate," "attempt," "develop," "plan," "help," "believe," "continue," "intend," "expect," "future," and similar expressions (including the negative of any of the foregoing) are intended to identify forward-looking statements.
The following factors, among others, including those described in the section titled "Risk Factors" included in our Annual Report, as updated and supplemented in this Quarterly Report under the heading "Part II - Item 1A. Risk Factors," could cause our future results to differ materially from those expressed in the forward-looking information:
| • | our ability to consummate the Business Combination; | |
| • | the parties' ability to obtain regulatory approval for the Business Combination and the parties' inability to comply with regulations; | |
| • | developments and changes in regulations; | |
| • | our ability to operate as a standalone business if the Business Combination is not consummated; | |
| • | higher than anticipated transaction costs; | |
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our ability to obtain adequate financing to fund operations and to develop or enhance our technology; |
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our ability to generate sufficient cash flow to service our debt obligations; |
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our ability to obtain or maintain regulatory approval to market our medical devices; |
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our ability to complete clinical trials on a timely basis and that completed clinical trials will be sufficient to support commercialization of our products; |
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the anticipated timing, cost and progress of the development and commercialization of new products or services, and improvements to our existing products, and related impacts on our profitability and cash position; |
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our ability to effectively market and sell our products and expand our business, both in unit sales and product diversification; |
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our ability to achieve broad customer adoption of our products and services; |
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existing or increased competition; |
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| • | our estimates regarding our current or future addressable market; |
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our ability to sell additional units, and, once sold, recognize the expected margins and revenue, using the reimbursement code for our Ekso Indego Personal device with CMS; |
| • | our significant losses to date and anticipated future losses; | |
| • | our ability to obtain reimbursement from CMS in a timely manner and at the expected reimbursement levels or at all; | |
| • | changes in CMS reimbursement processes; | |
| • | our ability to obtain insurance coverage beyond CMS; | |
| • | our ability to obtain additional indications of use for our devices; | |
| • | rapid changes in technological solutions available to our markets; | |
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volatility with our business, including long and variable sales cycles, which could have a negative impact on our results of operations for any given quarter; |
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changes to our domestic or international sales and operations; |
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our ability to obtain or maintain patent protection for our intellectual property; |
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the scope, validity and enforceability of our and third-party intellectual property rights; |
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significant government regulation of medical devices and the healthcare industry; |
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our ability to receive regulatory clearance from certain government authorities, including any conditions, limitations or restrictions placed on such approvals; |
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our customers' ability to get third-party reimbursement for our products and services associated with them and our ability to manage the complex and lengthy reimbursement process; |
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the potential for our products to be subject to voluntary or involuntary recall; |
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our product liability insurance may not adequately cover potential claims; |
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warrant claims and our accelerated maintenance program results in additional operating costs to us; |
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our failure to implement our business plan or strategies, including our expectation that CMS reimbursements will be a significant source of revenue; |
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our ability to successfully consummate acquisitions or dispositions, including in connection with any potential strategic transaction, on acceptable terms and to integrate any such acquisitions; |
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our early termination of leases, difficulty filling vacancies or negotiating improved lease terms; |
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our ability to retain or attract key employees; |
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scope, scale and duration of the impact of outbreaks of global health events; |
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stock volatility or illiquidity; |
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our ability to maintain adequate internal controls over financial reporting; |
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the impacts of foreign currency price fluctuations; and |
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overall economic and market conditions. |
Although we believe that the assumptions underlying the forward-looking statements and forward-looking information contained herein are reasonable, any of the assumptions could be inaccurate, and therefore, such statements and information included in this Quarterly Report may not prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements and forward-looking information included herein, the inclusion of such statements and information should not be regarded as a representation by us or any other person that the results or conditions described in such statements and information or that our objectives and plans will be achieved. Such forward-looking statements speak only as of the date of this Quarterly Report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Overview
Our Business
We design, develop, and market exoskeleton and complementary products that augment human strength, endurance, and mobility. The primary end market for our exoskeleton technology is healthcare, where our technology primarily serves people with physical disabilities or impairments in both physical rehabilitation and mobility. The majority of our sales are generated from our Enterprise Health products, which include the sales of products and services related to neurorehabilitation in clinical settings. We also provide products and services from our Personal Health market to individual users.
In addition to our current products and services, we continue to explore business development initiatives to fuel growth and long-term value in our existing markets.
Enterprise Health Market
Our sales priority for Enterprise Health customers involves the education of clinical and executive stakeholders on the economic and clinical value of our robotic exoskeleton portfolio, including the EksoNR and the Ekso Indego Therapy devices. In tandem, we continue to leverage our EksoNR and Ekso Indego customer base to educate and mentor strategic target centers that specialize in stroke, traumatic brain injury ("TBI"), multiple sclerosis ("MS"), and spinal cord injury ("SCI") rehabilitation and treatment in specific geographies.
Within our Enterprise Health market we also sell our EVO product to commercial and industrial companies that are focused on solving ergonomic challenges for their workers. These challenges range from injury prevention, fatigue reduction, and/or improved worker productivity. Sales of EVO are focused on applications that involve repetitive work at shoulder height and above. While EVO is a general-purpose product, we currently target specific vertical markets, including aerospace, automotive, general manufacturing, and certain construction trades.
Starting in late 2025, we began marketing the MediTouch BalanceTutor to our Enterprise Health customers under an exclusive distribution agreement with MediTouch. The BalanceTutor rehabilitation system includes a patented multidirectional perturbation treadmill and multiple force and movement sensors that allow patients impacted by impaired balance to react to unanticipated disturbances while standing or walking. We believe that the BalanceTutor offers treatment options that are complementary to our rehabilitation exoskeletons and that the two can be used in combination for many patients. We expect to begin the sales and distribution of the BalanceTutor in the second quarter of 2026.
Personal Health Market
Within the Personal Health market, we serve individual users with the Ekso Indego Personal, which is intended to provide overground ambulation in community and home settings. The primary use case for Ekso Indego Personal is for users with SCI. For this user population, confinement to a wheelchair can cause severe physical and psychological deterioration. As a result, the secondary medical consequences of paralysis can include difficulty with bowel and urinary tract function, osteoporosis, loss of lean mass, gain in fat mass, insulin resistance, diabetes, and heart disease. The cost of treating these conditions is substantial.
On April 11, 2024, CMS approved a payment level of approximately $91,000 for Medicare reimbursement of the Ekso Indego Personal, which took effect on April 1, 2024. CMS reimbursement creates the possibility that we will see increased demand for this device as we are able to more economically serve the larger U.S. patient population suffering from SCI. Specifically, as of December 31, 2025, according to the National Spinal Cord Injury Statistical Center ("NSCISC") in their 2026 SCI Data Sheet, approximately, an estimated 312,000 individuals are currently living with SCI and another 18,000 suffer from new SCI injuries each year. According to the NSCISC in their SCI Model Systems 2024 Annual Statistical Report, approximately 57% of individuals with SCI are enrolled in Medicare or Medicaid within five years post-injury.
With Medicare reimbursement approved, we began selling products to individuals in this market through Durable Medical Equipment suppliers ("DMEs"). DMEs typically resell products from DME manufacturers, like us, to individual users. DMEs are responsible for the Medicare reimbursement process, which requires a physician's prescription and evidence of medical necessity to be submitted to and approved by Medicare before reimbursement is provided.
Throughout 2025 and early 2026, we continued to make progress on developing the go-to-market program for our Personal Health products. Users of this technology are individuals living with an SCI who will either self-pay, or work through the currently established reimbursement programs involving worker's compensation, VA, or Medicare. As in previous years, VA and worker's compensation claims are well defined but traditionally are lower volumes. For Medicare, we have continued to develop our channel partner program consisting of O&P and DME partners, and through the three months ended March 31, 2026, our partners continue to work through the claims process with both existing and new submissions. To date, most reimbursements have involved an appeals process, and our partners continue to refine their programs to best meet the feedback learned through the appeals process. As this category of product is relatively new within CMS, we continue to take a measured approach with respect to the volume and timing of CMS reimbursement submissions, focusing on continued refinement and improvement of our candidate screening and submission documentation. The improvements in this process have resulted in an initial increase in our partners' CMS reimbursement submissions. In support of this effort, to date we have signed agreements with National Seating & Mobility for selling exclusivity into the Complex Rehabilitation Technology segment, with Bionic Prosthetics & Orthotics Group, a respected O&P provider serving 14 states, and with Ottobock Patient Care, a national provider of O&P services, and we continue to explore partnerships and pilots with other regional and national O&P suppliers that we believe will bear fruit in 2026 and beyond. In addition to this work, our expanded direct marketing efforts continue to develop a sales pipeline for the Ekso Indego Personal device. As of March 31, 2026, we had over 50 individuals who we believe qualify for potential reimbursement. We anticipate that many of these individuals will have their claims submitted to CMS by our partners over the next 12 months, though we expect our processes and procedures to continue to be refined as we continue to scale this sales channel over time. Given this ramp, we expect the majority of our revenue in 2026 will continue to come from Enterprise Health sales, but with Personal Health product sales contributing more quarter over quarter.
Another key part of our growth strategy is seeking insurance coverage beyond CMS and seeking additional indications of use for our products. Longer term, we believe that sales of our Personal Health products have the potential to be a significant growth driver for us as we work to gain coverage by other insurance providers, expand the products' indications of use beyond SCI and optimize our reimbursement submission processes.
Nomad is currently for sale in limited volumes in the Personal Health market for use in a non-Company-sponsored single clinical study. Subject to clinical and patient feedback from clinical trials, we expect to begin the general commercialization process for Nomad in late 2026.
Business Combination
Subject to the satisfaction or waiver of the conditions set forth in the Contribution Agreement, Contributor will contribute all of its right, title and interest in and to 1,200 shares of the common stock of Cloud, constituting 100% of the issued and outstanding equity of Cloud, to us in exchange for 138,216,820 newly issued shares of our common stock (the "Exchanged Shares"). As a result of and upon the consummation of the Business Combination, Contributor is expected to own approximately 97% of the combined company's outstanding equity before giving effect to the other transactions contemplated by the Contribution Agreement.
The Contribution Agreement provides that the Closing is subject to certain conditions, including, among other things: (i) no order or law shall have been entered, adopted, enacted, issued, promulgated or enforced, in each case, by a governmental entity that prevents, enjoins, prohibits, restrains or makes illegal the consummation of the Business Combination or the other transactions contemplated by the Contribution Agreement; (ii) all requisite approvals or waivers as required by the terms of the Contribution Agreement shall have been obtained; (iii) we shall have cash and cash equivalents equal to at least $15,000,000; and (iv) our Second Amended and Restated Articles of Incorporation (the "Second Restated Articles") shall have been duly adopted by all necessary corporate action on our part, filed with the Secretary of State of the State of Nevada, and shall be in full force and effect as of immediately prior to the Closing.
The obligation of each party to consummate the Business Combination is also conditioned upon (i) performance and compliance by the other party in all material respects with its pre-Closing obligations and covenants under the Contribution Agreement; (ii) the accuracy of the representations and warranties of the other party as of the Closing (subject to customary materiality qualifiers); (iii) in both Cloud's and our case, the absence of a continuing material adverse effect with respect to the other party; (iv) in Cloud's case, that (a) a private placement transaction for gross proceeds of an amount to be determined by APLD Intermediate and on terms acceptable to APLD Intermediate, shall have been consummated concurrently with the Closing (the securities to be issued in such private placement transaction, the "PIPE Securities"), (b) certain third-party consents as required by the terms of the Contribution Agreement shall have been obtained, (c) the Nasdaq listing application shall have been submitted and approved, (d) the Investor Rights Agreement (the "Investor Rights Agreement") between us and Contributor shall be in full force and effect at Closing, and (e) certain tail insurance policies as described in the Contribution Agreement have been bound, paid for and in effect. See "Part I-Item 1A. Risk Factors," specifically the risks under the heading "Risks Related to the Proposed Business Combination," for more information.
We are continuing to explore one or more strategic transactions with certain third parties with respect to our medical device business. There can be no assurances that any such transaction will occur.
Economic and Industry Trends
Our revenue is highly dependent on market demand for our 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 levels of reimbursements our customers will be able to receive, the level of reimbursement we will able to receive from Medicare on claims related to our Ekso Indego Personal, as well as conditions relating to overall economic growth and general business activity. Difficult and challenging economic conditions, including an increasingly inflationary environment and federal funding and policy changes, have led to increased price-based competition. In particular, the effects of such increasing price-based competition have had an especially significant impact on certain products that we offer, including the EksoNR and Ekso Indego Therapy in the United States, 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. The timing of executing sales contracts with large hospital networks can be unpredictable, which has and may continue to impact the timing and amounts of device sales. Furthermore, we do business in the Americas, EMEA and APAC, which results in our business being impacted by changes in the strength of the local currencies relative to the U.S. Dollar.
See "Part I-Item 1A. Risk Factors," specifically the risk titled "Coverage policies and reimbursement levels of third-party payers, including Medicare or Medicaid, may impact sales of our products" in our Annual Report for more information.
Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances. Our estimates form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Our most critical accounting estimates include:
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the standalone selling prices used to allocate the contract consideration to the individual performance obligations in our device sales arrangements, which impact revenue recognition; |
| • | the unobservable inputs and assumptions used by management in estimating the fair value of our convertible preferred stock and warrants, which impacts our financial condition; | |
| • | the provision for credit losses on accounts receivable; | |
| • | the valuation of inventory, which impacts gross profit margins; |
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the estimates made regarding the recoverability of our net deferred tax asset, which impacts our financial condition; |
| • | the fair value of the tangible and intangible assets acquired and liabilities assumed in our business combination; | |
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future warranty costs; |
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| • | accounting for leases; and | |
| • | useful lives assigned to long-lived assets. |
Standalone Selling Prices
Our device sales arrangements contain multiple products and services, most often including the device(s) and service, both of which we have identified as distinct performance obligations. Revenue is allocated to each performance obligation based on its relative standalone selling price. Standalone selling prices are based on observable prices at which we separately sell the products or services. If a standalone selling price is not directly observable, then we estimate the standalone selling prices considering market conditions and entity-specific factors including, but not limited to, features and functionality of the products and services, geographies, type of customer, and gross margin targets. Changes in the relative standalone selling price between devices and service can have an impact on how transaction prices are allocated between revenue and deferred revenue.
Convertible Preferred Stock and Warrants Valuation
In connection with equity financings, we generally account for convertible preferred stock as temporary equity and warrants as a component of equity (for additional information see Note 11. Capitalization and Equity Structure in the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report). The fair values of these financial instruments have been determined using the Binomial Lattice model (the "Lattice Model"). 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 redemption or maturity. These values are subject to a significant degree of judgment. In addition to the aforementioned inputs, the Company's common stock price represents a significant input that affects the valuation of such convertible preferred stock and warrants.
Provision for Credit Losses on Accounts Receivable
We carry accounts receivable at invoiced amounts less an allowance (or "provision") for credit losses. We review accounts receivables for collectability and determine an allowance for credit losses. The allowance for credit losses on accounts receivables reflects the Company's best estimate of probable losses inherent in the accounts receivable balance based on historical bad debt expense, the aging of the accounts, known troubled accounts, customer payment history, and other currently available evidence.
Inventory Valuation
Inventory is stated at the lower of cost or net realizable value. Cost is computed using the standard cost method which approximates actual cost on a first-in, first-out basis. The cost basis of our inventory is reduced for any products that are considered excessive or obsolete based upon assumptions about future demand and market conditions. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required, which could have a material adverse effect on the results of our operations.
Deferred Tax Asset
We estimate a valuation allowance in consideration of the realizability of our net deferred tax assets, primarily based on our assessment of the timing, likelihood and amounts of potential future income during which such items become deductible. It is inherently difficult and subjective to estimate such amounts, as we must determine the probability of various possible outcomes and estimate future amounts. Management does not believe it is more likely than not that we will generate future income in a timeframe and amount sufficient to realize our net deferred tax assets. Changes in management's estimate of future income in the timeframe during which the temporary differences and carryforwards comprising our deferred tax assets become deductible could result in a material impact to our financial position including the recognition of a net deferred tax asset.
Assets Acquired and Liabilities Assumed in Business Combinations
We allocate the fair value of the purchase price of an acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, the amount and timing of projected future cash flows based on expected future growth rates and margins, discount rate used to determine the present value of these cash flows, future changes in technology and royalty for similar brand licenses, and asset lives. Management's estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable, and as a result, actual results may differ from estimates. Allocation of purchase consideration to identifiable assets and liabilities affects our amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are included in the condensed consolidated statement of operations.
Future Warranty Costs
Sales of devices generally include an initial warranty for parts and services for one year in the Americas, two years in EMEA, and one to three years in the APAC region. A liability for the estimated cost of product warranty is established at the time revenue is recognized based on the historical experience of known product failure rates and expected material and labor costs to provide warranty services. Specific additional warranty accruals may be made if unforeseen technical problems arise. Alternatively, if estimates are determined to be greater than the actual amounts necessary, a portion of the liability may be reversed in future periods. At the end of each reporting period, we estimate our future warranty costs related to products sold during the period. This liability represents our best estimate of the costs we will incur to fulfill warranty obligations for products sold during the period. At least annually, we review and update our estimates based on actual warranty claims experience.
Accounting for Leases
In accordance with ASC 842, Leases, at the inception of an arrangement, we determine whether the arrangement is or contains a lease based on the unique facts and circumstances present, generally based on whether we have the right to obtain substantially all of the economic benefits from the use of an identified asset and whether we have the right to direct the use of an identified asset in exchange for consideration, which relates to an asset which we do not own. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, we utilize our incremental borrowing rate to determine the present value of the future lease payments, which is a hypothetical rate based on our understanding of what our credit rating would be to borrow and resulting interest we would pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items, such as initial direct costs paid or incentives received. Lease payments may be fixed or variable; however, only fixed payments are included in our lease liability. Variable lease payments may include costs such as common area maintenance, utilities, or other costs. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments is incurred.
Useful Lives Assigned to Long-Lived Assets
The useful life of an asset represents the period during which the asset is expected to contribute directly or indirectly to future cash flows. We estimate the useful lives of the Company's long-lived assets based on various factors, including the expected period of economic benefit of the asset in use, our intended use of the asset, economic factors such asset obsolescence and technological advances, any limitations imposed by legal, regulatory, or contractual requirements, and industry norms. These assumptions affect the timing and amount of depreciation expense, which could have a material adverse effect on the results of our operations.
Accounting Policies
Results of Operations
The following table presents our results of operations for the three months ended March 31, 2026 and 2025 (in thousands, except percentages):
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Three Months Ended March 31, |
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2026 |
2025 |
Change |
% Change |
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Revenue |
$ | 2,141 | $ | 3,375 | $ | (1,234 | ) | (37 | )% | |||||||
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Cost of revenue |
1,067 | 1,569 | (502 | ) | (32 | )% | ||||||||||
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Gross profit |
1,074 | 1,806 | (732 | ) | (41 | )% | ||||||||||
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Gross profit % |
50 | % | 54 | % | ||||||||||||
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Operating expenses: |
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Sales and marketing |
2,051 | 1,707 | 344 | 20 | % | |||||||||||
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Research and development |
583 | 988 | (405 | ) | (41 | )% | ||||||||||
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General and administrative |
4,058 | 2,551 | 1,507 | 59 | % | |||||||||||
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Total operating expenses |
6,692 | 5,246 | 1,446 | 28 | % | |||||||||||
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Loss from operations |
(5,618 | ) | (3,440 | ) | (2,178 | ) | 63 | % | ||||||||
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Other (expense) income, net: |
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Interest expense, net |
(143 | ) | (72 | ) | (71 | ) | 99 | % | ||||||||
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(Loss) gain on revaluation of warrant liabilities |
(727 | ) | 1 | (728 | ) | * | ||||||||||
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Finance cost associated with warrant issuance |
(145 | ) | - | (145 | ) | * | ||||||||||
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Unrealized (loss) gain on foreign exchange |
(239 | ) | 626 | (865 | ) | (138 | )% | |||||||||
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Other expense, net |
(13 | ) | (6 | ) | (7 | ) | 117 | % | ||||||||
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Total other (expense) income, net |
(1,267 | ) | 549 | (1,816 | ) | (331 | )% | |||||||||
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Net loss |
$ | (6,885 | ) | $ | (2,891 | ) | $ | (3,994 | ) | 138 | % | |||||
(*) Not meaningful
Revenue
Revenue decreased $1.2 million, or 37%, for the three months ended March 31, 2026, compared to the same period of 2025. The decrease in revenue was primarily driven by a decrease in the volume of Enterprise Health device sales across the Americas, EMEA and APAC regions.
Gross Profit and Gross Margin
Gross profit decreased $0.7 million for the three months ended March 31, 2026, compared to the same period of 2025, primarily driven by a decrease in revenues of our Enterprise Health devices across all of our geographical regions.
Gross margin decreased to 50% for the three months ended March 31, 2026, compared to a gross margin of 54% for the same period of 2025, primarily driven by fixed manufacturing costs in costs of goods in relation to the decrease of Enterprise Health sales.
Operating Expenses
Sales and marketing expenses increased $0.3 million, or 20%, for the three months ended March 31, 2026, compared to the same period of 2025. The increase was primarily due to higher bad debt expense related to one customer.
Research and development expenses decreased $0.4 million, or 41%, for the three months ended March 31, 2026, compared to the same period of 2025, primarily due to lower headcount and the absence of severance expense.
General and administrative expenses increased $1.5 million, or 59%, for the three months ended March 31, 2026, compared to the same period of 2025, primarily due to higher legal costs related to the Business Combination.
Total Other (Expense) Income, Net
Interest expense, net increased 99% for the three months ended March 31, 2026, compared to the same period of 2025. This increase is primarily related to interest expense related to the B. Riley Promissory Note and lower interest income from lower cash deposits, partially offset by lower interest expense related to the Parker Hannifin Promissory Note.
Loss on revaluation of warrant liabilities was $0.7 million for the three months ended March 31, 2026, and was associated with the revaluation of warrants issued in 2026. Gain on revaluation of warrant liabilities was de minimis for the three months ended March 31, 2025. Gains and losses on revaluation of warrants are primarily driven by changes in our stock price, stock price volatility, time to maturity, and the risk-free interest rate.
Finance cost associated with warrant issuance was $0.1 million for the three months ended March 31, 2026 was related to the issuance costs of the January 2026 Private Placement Warrants in connection with the January 2026 Private Placement. There was no comparable amount for the three months ended March 31, 2025.
Unrealized loss on foreign exchange for the three months ended March 31, 2026 was $0.2 million, compared to an unrealized gain on foreign exchange of $0.6 million for the same period of 2025. These unrealized gains and losses are primarily the result of foreign currency revaluations of our inter-company monetary assets and liabilities.
Liquidity and Capital Resources
As of March 31, 2026, $4.0 million of cash was held domestically and by our foreign subsidiaries. Cash consisted of bank deposits with third-party financial institutions. On January 12, 2026, we entered into an irrevocable standby letter of credit (the "letter of credit"), established by our primary operating bank, in favor of our third-party contract manufacturer, as the beneficiary, in the aggregate amount of $250 thousand, effective January 12, 2026 and expiring on January 12, 2027, unless otherwise extended or terminated. The purpose of the letter of credit is to provide financial security to the third-party contract manufacturer for inventory procurement and manufacturing obligations. As the letter of credit requires us to maintain a corresponding cash deposit with our bank, as of March 31, 2026, $0.3 million of cash must remain as restricted. After considering cash restrictions, effective unrestricted cash as of March 31, 2026 was approximately $3.7 million.
As of March 31, 2026, we had working capital of $5.0 million, compared to working capital of $5.4 million as of December 31, 2025. The decrease in working capital was primarily due to a lower accounts receivable balance, lower inventory balance, and a higher accounts payable balance, partially offset by a higher cash balance.
We have funded our operations primarily through the issuance and sale of equity securities and bank debt.
On January 22, 2026, we issued and sold (i) an aggregate of 5,852 shares of Series B Preferred Stock convertible into an aggregate of 711,922 shares of common stock issuable upon conversion of the Series B Preferred Stock at an initial conversion price of $8.22 per share and (ii) the January 2026 Private Placement Warrants, which are exercisable to purchase up to an aggregate of 355,960 shares of our common stock at an exercise price of $8.22 per share of common stock. We received net proceeds of approximately $5.3 million, after deducting placement agent fees and offering expenses paid by us. We are using the net proceeds from the January 2026 Private Placement for working capital and general corporate purposes. On January 22, 2026, in connection with the January 2026 Private Placement, we issued to Lake Street Capital Markets, LLC a warrant (the "January 2026 Placement Agent Warrant") to purchase up to 14,238 shares of our common stock, at an exercise price equal to $8.22 per share.
On October 30, 2025, we issued and sold an aggregate of 769,490 shares of our common stock in a registered direct offering (the "October 2025 Offering") at an offering price of $4.81 per share. We received net proceeds of approximately $3.2 million in the October 2025 Offering, after deducting the placement agent fees and offering expenses paid by us. We used the net proceeds from the October 2025 Offering for general corporate purposes, which included research and development activities, selling, general and administrative costs, pursuing strategic initiatives, and meeting our other working capital needs. On October 30, 2025, in connection with the October 2025 Offering, we issued to Lake Street Capital Markets, LLC, a warrant (the "October 2025 Placement Agent Warrant") to purchase up to 15,389 shares of our common stock, at an exercise price equal to $4.81 per share.
In October 2020, we entered into an At The Market Offering Agreement (the "ATM Agreement") with H.C. Wainwright & Co., LLC (the "Agent"), under which we may issue and sell shares of our common stock, from time to time, to or through the Agent. Offers and sales of shares of common stock by us through the Agent may be made by any method deemed to be an "at the market offering" as defined under SEC Rule 415 or in privately negotiated transactions, subject to certain conditions. Such shares may be offered pursuant to the registration statement on Form S-3 (File No. 333-272607) (the "Registration Statement"), which was declared effective by the SEC on June 20, 2023, and a related prospectus supplement filed with the SEC on July 28, 2023 (the "ATM Prospectus"). Pursuant to the Registration Statement and the ATM Prospectus, shares having an aggregate offering price of up to $5.0 million may be offered and sold, subject to certain SEC rules limiting the amount of shares of the Company's common stock that we may sell under the Registration Statement. On October 28, 2025, we terminated the ATM Prospectus. As a result, we expensed deferred issuance costs of $125 thousand related to the ATM Agreement during the year ended December 31, 2025.
Cash
The following table summarizes the sources and uses of cash for the periods stated (in thousands).
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Three months ended March 31, |
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2026 |
2025 |
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Net cash used in operating activities |
$ | (2,123 | ) | $ | (1,965 | ) | ||
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Net cash used in investing activities |
- | (10 | ) | |||||
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Net cash provided by financing activities |
4,952 | 3,529 | ||||||
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Effect of exchange rate changes on cash |
(5 | ) | 7 | |||||
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Net increase in cash |
2,824 | 1,561 | ||||||
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Cash and restricted cash at beginning of period |
1,169 | 6,493 | ||||||
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Cash and restricted cash at end of period |
$ | 3,993 | $ | 8,054 | ||||
Net Cash Used in Operating Activities
Net cash used in operating activities increased by $0.2 million, or 8%, for the three months ended March 31, 2026, compared to the same period of 2025, primarily due to higher legal costs, partially offset by cost savings in supply chain, manufacturing, and service, and efficiencies in operating activities including headcount reductions.
Net Cash Used in Investing Activities
Net cash used in investing activities was de minimis for the three months ended March 31, 2026 and 2025.
Net Cash Provided by Financing Activities
Net cash provided by financing activities of $5.0 million, for the three months ended March 31, 2026 was related to net proceeds of $5.3 million from the January 2026 Private Placement, after deducting the transaction expenses paid by us, which were partially offset by $0.3 million of principal payments towards the Parker Hannifin Promissory Note.
Net cash provided by financing activities of $3.5 million for the three months ended March 31, 2025 was related to net proceeds of $3.8 million from the March 2025 Inducement Warrant after deducting the transaction expenses paid by us, which were partially offset by $0.3 million of principal payments towards the Parker Hannifin Promissory Note.
Material Cash Requirements and Going Concern
Our material cash requirements include the following items, some of which are represented in the table of Contractual Obligations and Commitments: (1) employee wages, benefits and incentives, (2) the procurement of raw materials and components to support the manufacturing and sale of our products, (3) expenditures for the ongoing improvement and development of existing and new technologies, (4) debt repayments (for additional information see Note 9. Notes Payable, net in the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report), and (5) operating lease payments (for additional information see Note 10. Lease Obligations in the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report).
We expect that our operating cash requirements in the near term will continue to exceed cash provided by operations. As described in Note 1. Organization: Liquidity and Going Concern of the notes to our condensed consolidated financial statements, management believes that substantial doubt exists about our ability to meet cash requirements 12 months from the issuance of such financial statements, and such substantial doubt is not alleviated by our plans. We are seeking additional financing and evaluating financing alternatives in the near term in order to meet our cash requirements for the next 12 months. Management currently estimates that the Company's cash on hand as of March 31, 2026 will fund its operations into the early part of the third quarter of 2026.
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) issuing shares of our common stock upon the exercise of warrants at reduced exercise prices, (iii) incurring indebtedness with one or more financial institutions, (iv) sale of product line or technology, and (v) the factoring of trade receivables.
Contractual Obligations and Commitments
The following table summarizes our outstanding contractual obligations as of March 31, 2026, and the effect those obligations are expected to have on our liquidity and cash flows in future periods (in thousands):
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Payments Due By Period |
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Less than |
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Total |
One Year |
1-3 Years |
3-5 Years |
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B. Riley Promissory Note |
2,400 | 2,400 | - | - | ||||||||||||
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Parker Hannifin Promissory Note |
1,875 | 1,250 | 625 | - | ||||||||||||
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Facility operating leases |
503 | 368 | 132 | 3 | ||||||||||||
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Purchase obligations |
1,385 | 1,385 | - | - | ||||||||||||
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Total |
$ | 6,163 | $ | 5,403 | $ | 757 | $ | 3 | ||||||||
Refer to Note 9. Notes Payable, net in the notes to our condensed consolidated financial statements for additional information regarding our promissory notes, and Note 14. Commitments and Contingencies in the notes to our condensed consolidated financial statements for additional information regarding our purchase obligations and lease commitments.