Temporary Equity |
3 Months Ended | ||||||||||||||||||||||||||||||
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Aug. 31, 2026 | |||||||||||||||||||||||||||||||
| Temporary Equity Disclosure [Abstract] | |||||||||||||||||||||||||||||||
| Temporary Equity | Temporary Equity Preferred Stock
The Company may issue shares of preferred stock from time to time in one or more series, each of which will have such distinctive designation or title as shall be determined by its Board of Directors and will have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof, as shall be stated in such resolution or resolutions providing for the issue of such class or series of preferred stock as may be adopted from time to time by the Board of Directors.
The Company’s authorized capital stock as of August 31, 2026 consisted of 10,000,000 shares of convertible preferred stock. As of August 31, 2026, there were no shares of the Company's Series B Preferred Stock (as defined below) issued and outstanding.
Series B Convertible Preferred Stock
Legacy Ekso issued Series B Convertible Preferred Stock, which was subsequently assumed by the Company in connection with the Business Combination. Each assumed share is convertible into shares of the Company's common stock and represents a portion of the equity interests held by legacy security holders.
On January 20, 2026, Legacy Ekso entered into securities purchase agreements (collectively, the “Purchase Agreements”) with certain institutional and accredited investors (the “Purchasers”) pursuant to which Ekso Bionics Holdings, Inc. agreed to issue and sell, in a private placement (the “January 2026 Private Placement”), (i) an aggregate of 5,852 shares of its newly designated Series B Convertible Preferred Stock, with a stated value (the “Stated Value”) of $1,000 per share (the “Series B Preferred Stock”) convertible into an aggregate of 711,922 shares (the “January 2026 Conversion Shares”) of common stock of the Company, at a conversion price of $8.22 per share, at the holder's option and subject to certain customary adjustments, and (ii) the January 2026 Private Placement Warrants.
The Series B Preferred Stock included optional redemption rights, of which: (i) holders may have required cash redemption at the Stated Value upon the suspension of the Company's common stock from trading on its principal trading market for a certain time period or the common stock failing to be listed on its principal trading market, and (ii) at any time after January 22, 2027, the Company or holders may have redeemed all or a portion of the shares at the Stated Value, subject to certain exceptions.
While the Series B Preferred Stock met the equity classification criteria, the redemption features, particularly the time-based redemption right, made it probable of becoming redeemable. Accordingly, the Series B Preferred Stock was classified as Temporary equity (or mezzanine equity) in the Company's consolidated balance sheet as of May 31, 2026. As discussed below, there is no comparable amount in the Company's condensed consolidated balance sheet as of August 31, 2026.
In connection with the Business Combination, the Series B Preferred Stock that remained outstanding following the transaction was recognized at its acquisition-date carrying value of $3.9 million. The existing carrying value was originally determined using a binomial lattice model in accordance with ASC 805. As of May 31, 2026, there were 2,926 shares of Series B Preferred Stock outstanding, which was accreted up to its redemption value of $2.2 million over the period ending July 21, 2026 (as described below), using the effective yield method. Accretion is classified and recorded as a deemed dividend, which increases loss available to common stockholders used for the basic and diluted net loss per common share calculation.
On July 21, 2026, the Company issued a total of 355,961 shares of common stock upon the conversion of 2,926 shares of Series B Preferred Stock held by one of the holders. On September 29, 2026, the Company filed a Certificate of Withdrawal with the Secretary of State of the State of Nevada withdrawing the Certificate of Designation of the Company's Series B Preferred Stock. No shares of Series B Preferred Stock were issued or outstanding at the time of the withdrawal.
The following table presents the accretion and carrying amount of the Series B Preferred Stock as of August 31, 2026 (in thousands):
(1)Represents the carrying value, at July 21, 2026, of 2,926 shares of Series B Convertible Preferred Stock that were converted into 355,961 shares of common stock of the Company. This conversion occurred on July 21, 2026.
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