Case study
Ekso Bionics
Reverse merger taking a robotic exoskeleton innovator public
- Securities law
- Corporate law
- Public companies
- M&A
Overview
Members of Foley Shechter Ablovatskiy LLP ("FSA") represented PN Med Group, Inc. in its reverse merger with Ekso Bionics, Inc. — a pioneering robotic exoskeleton company.
The transaction was structured as an alternative public offering (reverse merger), simultaneous with a $20.6 million private placement, a split-off of PN Med Group's pre-merger business, and a full corporate reorganization.
The combined company emerged as Ekso Bionics Holdings, Inc. (Nasdaq: EKSO), with Ekso Bionics, Inc. as its wholly owned subsidiary. The transaction provided immediate access to the U.S. public markets and capital to scale breakthrough medical technology.
The clients
PN Med Group, Inc. and Ekso Bionics, Inc.
PN Med Group, Inc.'s pre-merger business involved distributing medical supplies and equipment to municipalities, hospitals, pharmacies, care centers, and clinics throughout Chile. Members of FSA represented PN Med Group in its role as the public vehicle through which Ekso Bionics accessed the U.S. public markets via a reverse merger.
Ekso Bionics, Inc. is a pioneer in wearable robotic exoskeletons. Since 2005, it had been developing battery-powered, strap-on robotic suits designed to augment human strength, endurance, and mobility for medical rehabilitation, military, industrial, and consumer applications. Its lead product, the Ekso, was used to rehabilitate individuals with lower extremity weakness, paralysis, or hemiparesis due to stroke, spinal cord injury, and traumatic brain injury. By the time of the transaction, the Ekso had already helped thousands of people living with paralysis take millions of steps not otherwise possible.
The transaction
The transaction was a multi-component alternative public offering closing simultaneously, involving each of the following integrated elements:
[01] Reverse Merger / Agreement and Plan of Merger and Reorganization
[02] Split-Off of Pre-Merger Business
Simultaneous with the closing of the reverse merger, the company completed a PIPE raising $20.6 million in gross proceeds.
[04] Pre-Merger Corporate Restructuring
[05] Post-Closing Capital Structure & Corporate Governance
Complexity & challenges
This transaction required coordinating an unusually large number of interdependent legal components, all closing simultaneously on a single date. Key challenges included:
- [01]
Structuring the reverse merger to comply with SEC shell company and reverse merger rules, including a Form 8-K with full Form 10-level disclosure under Rule 144(i)(2) to exit shell company status.
- [02]
Coordinating the split-off of the pre-merger Chilean business simultaneously with the merger closing, including negotiation of the Split-Off Agreement and the surrender and cancellation of shares.
- [03]
Structuring and closing a $20.6 million PIPE under Securities Act exemptions concurrently with the reverse merger, including the conversion of existing bridge debt into private placement units.
- [04]
Executing a multi-step pre-merger corporate restructuring — stock split, name change, authorized capital increase, and blank check preferred stock authorization — in the weeks before closing.
- [05]
Navigating the transition from shell company to operating company status, including changes to the certifying accountant (Item 4.01) and governance disclosures under Items 5.01 through 5.06 of Form 8-K.
- [06]
Establishing a new equity incentive plan, coordinating board composition, and aligning the fiscal year with the target's December 31 year-end, all effective at closing.
Result
The transaction closed successfully.
Ekso Bionics entered the U.S. public markets as Ekso Bionics Holdings, Inc. (Nasdaq: EKSO), with $20.6 million raised through a concurrent PIPE.
The legacy business was fully separated, leaving a clean corporate structure and a debt-free, fully capitalized public company positioned to scale its medical robotics technology.
Why this matters for prospective clients
This transaction shows our firm's ability to manage complex reverse mergers and alternative public offerings — from corporate restructuring and SEC compliance to private placements, split-off agreements, and post-closing governance.
Whether your company is seeking access to the public markets through a traditional IPO, a reverse merger, or an alternative public offering structure, our attorneys bring the experience and transactional acumen to execute efficiently and successfully.
If you are a private company, a public shell, a startup, or an investor exploring a path to the public markets through a merger, reverse merger, private placement, or related corporate transaction, we welcome the opportunity to discuss how we can help.
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