Form 8-K

8-K — ChronoScale Holdings Corp

Accession: 0001493152-26-042947

Filed: 2026-09-16

Period: 2026-09-12

CIK: 0001549084

SIC: 3569 (GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

September

12, 2026

(Date

of earliest event reported)

CHRONOSCALE

HOLDINGS CORPORATION

(Exact

name of registrant as specified in its charter)

Nevada

001-37854

42-3357005

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

2440

Sand Hill Road,

Suite

400

Menlo

Park, CA

94025

(Address

of principal executive offices)

(Zip

Code)

214-427-1704

Registrant’s

telephone number, including area code

N/A

(Former

name or former address, if changed since last report.)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐

Emerging growth company

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

CHRN

Nasdaq

Capital Market

Item

1.01 Entry into a Material Definitive Agreement

Effective

as of September 12, 2026, ChronoScale Intermediate, LLC, a Nevada limited liability company (f/k/a Ekso Bionics Holdings, Inc. and ChronoScale

Corporation, the “Borrower”) and Ekso Bionics, Inc., a Delaware corporation (the “Guarantor” and, together with

the Borrower, the “Loan Parties”) entered into the First Amendment to the Secured Promissory Note and Security Agreement

(the “First Amendment”) with B. Riley Commercial Capital, LLC (the “Lender”). Each of the Loan Parties is a wholly

owned subsidiary of ChronoScale Holdings Corporation, a Nevada corporation (the “Company”). Pursuant to the terms of the

Secured Promissory Note and Security Agreement dated as of September 12, 2025, by the Borrower in favor of the Lender (the “Agreement”),

the Lender provided to the Borrower a term loan in an aggregate principal amount of up to $2.0 million (the “Term Loan”).

As of the date of the First Amendment, the aggregate principal amount outstanding under the Term Loan was $2.0 million. The Agreement

originally provided that the Term Loan would mature and terminate on the earlier of (i) the twelve (12) month anniversary of the Agreement,

or (ii) the receipt of $2.4 million in net proceeds from the sale of the equity interests of the Borrower from new equity investors (such

date, the “Maturity Date”). The First Amendment, among other things, extends the Maturity Date described in clause (i) above

to November 12, 2026, and provides that the sale of the Guarantor on the terms and conditions set forth in the First Amendment shall

constitute a Permitted Disposition (as defined therein). Except as described above, all other material terms of the Agreement remain

unchanged.

The foregoing descriptions of the Agreement,

the First Amendment, and the transactions contemplated thereby are qualified in their entirety by reference to the full text of the Agreement,

filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17,

2025 and incorporated herein by reference, and the First Amendment, attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

10.1

First

Amendment to Secured Promissory Note and Security Agreement, dated as of September 12, 2026, by and among ChronoScale Intermediate,

LLC (f/k/a Ekso Bionics Holdings, Inc.), as the borrower, Ekso Bionics, Inc., as guarantor, and B. Riley Commercial Capital, LLC,

as lender.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant

to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be

signed on its behalf by the undersigned, thereunto duly authorized.

CHRONOSCALE

HOLDINGS CORPORATION

Dated:

September

16, 2026

By:

/s/

Jerome Wong

Name:

Jerome

Wong

Title:

Chief

Financial Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FIRST

AMENDMENT TO

SECURED

PROMISSORY NOTE AND SECURITY AGREEMENT

This

First Amendment to Secured Promissory Note and Security Agreement (this “Amendment”) is entered into as of

September 12, 2026 by and among CHRONOSCALE INTERMEDIATE, LLC (f/k/a EKSO BIONICS HOLDINGS, INC.), a Nevada limited liability

company (“Borrower”) and EKSO BIONICS, INC., a Delaware corporation (“Guarantor”

and, together with Borrower, each, a “Loan Party” and collectively, the “Loan Parties”),

each having its primary business address at 2440 Sand Hill Road, Suite 400, Menlo Park, CA 94025, and B. RILEY COMMERCIAL CAPITAL,

LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”),

having its primary business address at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025.

WHEREAS,

Borrower delivered to Lender that certain Secured Promissory Note and Security Agreement, dated as of September 12, 2025, in favor of

Lender in the principal sum of TWO MILLION AND 00/100 UNITED STATES DOLLARS ($2,000,000.00) (the “Note”);

WHEREAS, pursuant to Section 2.2 of the Note, the Guarantor guaranteed the full and punctual payment of the Borrower’s indebtedness

under the Note; and

WHEREAS,

the Borrower has requested and Lender has agreed to amend the Note as set forth herein to, among other things (i) extend the Maturity

Date therein to November 12, 2026, and (ii) provide that the sale of the Guarantor on the terms and conditions set forth herein shall

be a Permitted Disposition under the Note;

NOW

THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, Guarantor

and Lender hereby agree as follows:

Amendment. Effective as of the date hereof, the Note is hereby amended as follows:

(a)

Section 1(c)(x) of the Note is hereby amended by deleting such subsection in its entirety and inserting the following in replacement

thereof:

“(x)

November 12, 2026”

(b)

Section 6(a) of the Note is hereby amended by inserting the following sentence immediately after the last sentence thereof:

“Notwithstanding

the foregoing, the prior sentence of this Section 6(a) shall not apply to any Permitted Disposition.”

(c)

The Note is hereby amended by inserting the following as a new Section 11(l) immediately after Section 11(k):

“(l)

Lien Release.

(i)

Upon the consummation of a Permitted Disposition, without any further action on the part of the Lender and without any payment to the

Lender as a condition thereto, the Lender’s security interests, liens and pledges granted by the Borrower in the assets or capital

stock being sold, as applicable (the “Released Collateral”), together with proceeds thereof, will automatically

be released and discharged. The Released Collateral shall be free and clear of all liens, security interests, pledges, charges and encumbrances

arising under or in connection with the Loan Documents. The Lender shall have no further right, title or interest in or to the Released

Collateral.

(ii)

Upon the consummation of a Permitted Disposition, (a) the Borrower and its respective designees, including its legal counsel, shall be

authorized to file on behalf of the Lender UCC-3 termination statements (or other required filings) releasing the Released Collateral

as necessary to permit the termination of the liens and security interests in the Released Collateral, in each case without the signature

of the Lender to the extent not required under applicable law; and (b) Lender agrees to promptly execute and deliver (or cause to be

executed and delivered) (excluding the items in clause (a) above which are to be released in accordance with such clause) all further

agreements, instruments and documents (including any stock transfer powers, membership interest assignments, or similar instruments relating

to the Released Collateral) and to take or forbear from taking, as the case may be, any other actions that the Loan Parties may reasonably

request and are required or reasonably necessary to evidence the consummation of the releases and termination contemplated hereby.”

(d)

The definition of “Change of Control” in the Note is hereby amended by deleting the period at the end thereof

and inserting the following proviso:

“;

provided, that notwithstanding the foregoing, a Permitted Disposition of the Guarantor shall not constitute a Change of

Control.”

(e)

The Note is hereby amended by inserting following definition of “Permitted Disposition” immediately after the

definition of “Payoff Letter”:

““Permitted

Disposition” means the sale of the Guarantor by the Borrower, whether pursuant to either the sale of all or substantially

all of its assets, sale of all of its capital stock, merger or otherwise.”

Confirmation. Each Loan Party hereby certifies, acknowledges, and confirms that: (a) the principal amount outstanding under the

Note on the date hereof is $2,000,000.00; (b) no defenses, offsets, claims, or counterclaims whatsoever exist to the punctual performance

of all obligations and the full payment of all amounts due under the Note and the other Loan Documents executed in connection therewith;

(c) except for this Amendment and the other documents executed in connection herewith, neither the Note nor any other Loan Document executed

in connection therewith have been amended, either orally or in writing; and (d) the Note, as amended hereby, and the other Loan Documents

are valid and enforceable in accordance with their terms.

Ratification. Except as amended herein, the Note and the other Loan Documents are hereby ratified and confirmed in all respects

and shall remain unmodified and in full force and effect. The security interests and liens on all Collateral (other than Released Collateral

released in accordance with Section 11(l) of the Note) including, without limitation, all investment property and securities owned by

each Loan Party, shall continue to be in effect and shall continue to secure the obligations under the Loan Documents.

Miscellaneous.

(a) Reference

is made to that certain Waiver dated April 23, 2026 by and between the Borrower and the Lender.

For the avoidance of doubt, the Borrower acknowledges and agrees that the Proposed Financing

(as defined therein) shall not constitute a Qualified Financing for purposes of accelerating

the Maturity Date of the Note pursuant to Section 1(c) thereof, but shall constitute a Qualified

Financing for all other purposes thereunder, including for purposes of the conversion right

in Section 10 thereof.

(b) Capitalized

terms used herein and not otherwise defined herein shall have their respective meanings as

set forth in the Note.

[Signature

page follows]

WITNESS WHEREOF, each of the undersigned have executed and delivered this Amendment effective as of the date hereinabove first written.

BORROWER:

CHRONOSCALE

INTERMEDIATE, LLC (f/k/a EKSO BIONICS HOLDINGS, INC.)

By:

/s/

Jerome Wong

Name:

Jerome Wong

Title:

Chief Financial Officer

GUARANTOR:

EKSO

BIONICS, INC.

By:

/s/

Scott Davis

Name:

Scott Davis

Title:

Chief Executive Officer

– Ekso Bionics, Inc.

LENDER:

RILEY COMMERCIAL CAPITAL, LLC

By:

/s/

Bryant Riley

Name:

Bryant Riley

Title:

Chairman

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