ChronoScale Corporation

CHRN: 8-K · leadership change

ChronoScale Holdings (CHRN) disclosed that director Scott Davis resigned from the board effective October 3, 2026, in connection with the September 30, 2026 completion of the sale of its subsidiary Ekso Bionics, where Davis served as CEO. The company stated there were no disagreements leading to the resignation. In connection with his departure, Davis received a fully vested award of 51,626 RSUs and a $709,500 lump-sum release payment, payable within 30 days, in lieu of any benefits under his prior change-in-control and severance agreement. Davis provided a general release of claims against the company and its affiliates. The filing is largely administrative follow-through on the completed Ekso divestiture, with modest one-time compensation costs and no disagreement-related red flags for CHRN shareholders.

SEC 8-K•18d ago

CHRN: S-3 · shelf registration

ChronoScale Holdings (CHRN) filed a $500 million universal shelf registration on October 6, 2026 covering non-convertible preferred stock, debt securities, and junior subordinated debt securities, issuable from time to time in one or more takedowns. The shelf comes weeks after the company completed the divestiture of its Legacy Ekso exoskeleton business (September 30, 2026) and a holding company restructuring following its May 2026 business combination involving Applied Digital subsidiaries and Ekso Bionics. It now operates solely as a cloud/AI infrastructure business through ChronoScale Corporation. Notably, on August 6, 2026 the company entered a two-year strategic partnership with Microsoft to deploy approximately 50 megawatts of AI compute capacity using NVIDIA GB300 systems, targeted for completion in Q1 2027. The new shelf gives management flexibility to fund this capital-intensive buildout, with proceeds earmarked for working capital and general corporate purposes. No securities are being sold in this filing itself; the shelf registers potential future offerings, so the immediate impact is neutral with a longer-term dilution/leverage overhang to monitor at each prospectus supplement.

SEC S-3•18d ago

Wandercraft Acquires Ekso Bionics, Uniting Two Pioneers to Advance and Expand Robotic Mobility

Wandercraft acquired Ekso Bionics from a subsidiary of ChronoScale Holdings (Nasdaq: CHRN), with the transaction signed and closed simultaneously and boards of both Wandercraft and ChronoScale unanimously approving it. The combination creates what the companies describe as the world's leading medical exoskeleton company, with the Atalante X and EksoNR platforms supporting patients at more than 700 rehabilitation centers worldwide under FDA clearances and CE marking. Financial terms of the divestiture were not disclosed, leaving the proceeds to CHRN and the strategic use of those proceeds unstated in the release.

•23d ago

CHRN: DEF 14A · proxy statement

ChronoScale Holdings (CHRN) filed its DEF 14A for a virtual annual meeting on November 6, 2026, with five routine proposals: electing eight directors, ratifying CBIZ CPAs as auditor, an advisory say-on-pay vote, ratifying 200,000-share restricted stock awards to non-employee directors under the 2026 Plan, and adjournment authority. The Board recommends FOR all items; 145,637,452 shares were outstanding as of the September 10, 2026 record date. The filing provides context on the company's transformation: following a May 5, 2026 Business Combination with Applied Digital's cloud unit and a July 1, 2026 holding company reorganization, CHRN operates an AI-focused Cloud Business while the Legacy Ekso exoskeleton business is designated held for sale, with divestiture expected in fiscal 2027. Applied Digital Corporation owns 95.8% of CHRN and retains board designation rights (currently five of eight directors, including Chairman Wes Cummins), plus consent rights over major corporate actions and a $100 million demand grid note facility, of which $7 million has been drawn. CEO Ying Cenly Chen earns a $650,000 base salary with 2,800,000 RSUs; CTO Rajasekar Jegannathan is resigning effective October 2, 2026.

SEC DEF 14A•29d ago

CHRN: PRE 14A · proxy statement

ChronoScale Holdings Corporation filed its preliminary proxy statement for a virtual-only annual meeting on November 6, 2026, where stockholders will vote on five proposals: electing eight directors, ratifying CBIZ CPAs P.C. as auditor for fiscal 2027, an advisory say-on-pay vote, ratification of restricted stock awards to non-employee directors under the 2026 Plan, and adjournment authority. The board recommends FOR all items. As of the September 10, 2026 record date, 145,637,452 shares of common stock were outstanding. The filing confirms Applied Digital Corporation beneficially owns 139,528,227 shares, or 95.8%, of ChronoScale, making it a Nasdaq controlled company. Under the Investor Rights Agreement, Applied Digital may designate five directors including Chairman Wes Cummins and holds consent rights over major corporate actions while it owns at least 30% of voting securities. ChronoScale was formed through a May 5, 2026 business combination between Ekso Bionics and Applied Digital's cloud unit, followed by a July 1, 2026 holding company reorganization. The board committed on May 29, 2026 to divest the Legacy Ekso exoskeleton business, now held for sale and in discontinued operations, to focus solely on providing cloud services to AI and machine learning developers at colocation centers in Colorado, Minnesota and Utah. Related-party ties to Applied Digital are extensive: Applied Parent bought 1,311,407 shares for approximately $15.75 million at $12.01 per share, and extended a demand grid note of up to $100.0 million, of which $7.0 million was drawn on July 1, 2026. New CEO Ying Cenly Chen, appointed May 2026, receives a $650,000 base salary with a 100% target bonus and 2,800,000 RSUs.

SEC PRE 14A•1mo ago

CHRN: 8-K · leadership change

ChronoScale Holdings Corporation (Nasdaq: CHRN) filed an 8-K on August 18, 2026 disclosing that CFO Jerome Wong signed an Offer of Continued Employment with its wholly-owned subsidiary ChronoScale Corporation, effective August 16, 2026, retaining him as Chief Financial Officer. Under the offer letter, Wong receives a $400,000 annual base salary, a discretionary bonus target of 60% of salary, a back-pay true-up retroactive to May 5, 2026, and a recommended grant of 300,000 RSUs vesting one-third on May 5, 2027 and in full by May 5, 2029. The arrangement provides 9 months of severance, 9 months of COBRA assistance, and accelerated vesting of the initial RSU tranche on a qualifying change-in-control termination, plus 6 months of salary continuation for a without-cause termination after the change-in-control period. Notably, the letter waives Wong's Good Reason protections if the company shifts his role to Controller or relocates him to Menlo Park, California — a possible signal the board may plan to bring in a new CFO — and it references a prior change-in-control severance agreement between Wong and Ekso Bionics Holdings dated November 5, 2025.

SEC 8-K•2mo ago

CHRN: S-3/A · shelf registration

ChronoScale Holdings Corporation filed an amendment to its Form S-3 registration statement to register 1,097,509 shares of common stock for resale by selling stockholders. The shares being registered consist of shares issuable upon the exercise of placement agent warrants, conversion of Series B Preferred Stock, and investor warrants related to private placements conducted in October 2025 and January 2026. The company will not receive any proceeds from the resale of these shares. This filing updates the registration following the July 1, 2026, holding company transaction in which ChronoScale Holdings became the successor issuer to ChronoScale Corporation. As part of its strategic shift, the company announced it has designated its legacy Ekso Bionics business as "held for sale" and plans to focus solely on its Cloud subsidiary, Applied Digital Cloud Corporation. As of June 25, 2026, the company had approximately 145.2 million shares of common stock outstanding. The registered shares represent potential future selling pressure from early investors, including Hood River New Opportunities Fund, the Daniel Asher Descendants Trust, and placement agent Lake Street Capital Markets.

SEC S-3/A•3mo ago

CHRN: S-3 · shelf registration

ChronoScale Corporation filed a registration statement on Form S-3 to facilitate the resale of up to 1,097,509 shares of common stock by selling stockholders, including Lake Street Capital Markets, LLC and Hood River New Opportunities Fund. The shares consist of common stock issuable upon the exercise of placement agent warrants and investor warrants, as well as shares issued or issuable upon the conversion of Series B Preferred Stock from private placements that closed in October 2025 and January 2026. The company stated that it will not receive any proceeds from the sale of these shares by the selling stockholders. The registration covers shares that were previously issued to investors who provided approximately $3.2 million in net proceeds in the 2025 private placement and $5.3 million in net proceeds in the 2026 private placement. As of June 25, 2026, the company had approximately 145.2 million shares of common stock outstanding. The registration statement also notes that the company recently changed its name from Ekso Bionics Holdings, Inc. following a business combination with Applied Digital Cloud Corporation. Risk factors highlighted in the filing include the company's history of net losses, high customer concentration with 99.5% of revenue derived from Together AI, and the loss of smaller reporting company status which will increase compliance costs. Additionally, the consent of the independent registered public accounting firm incorporates a report that includes an explanatory paragraph regarding the company's ability to continue as a going concern.

SEC S-3•3mo ago

CHRN: 8-K/A · acquisition merger

ChronoScale Corporation, formerly known as Ekso Bionics Holdings, Inc., filed Amendment No. 2 to its Form 8-K to provide financial statements and pro forma information related to the consummation of its business combination with Applied Digital Cloud Corporation. The transaction, which closed on May 5, 2026, resulted in the Company changing its name to ChronoScale and Applied Digital Corporation (Contributor) owning approximately 96% of the combined entity. As a condition to the closing, the Company completed a private placement of 1,311,407 shares to Applied Parent at $12.01 per share, generating gross proceeds of approximately $15.8 million. The acquired Cloud business reported revenue of $84.4 million for the fiscal year ended May 31, 2025, a significant increase from the prior year, but revenue declined to $53.2 million for the nine months ended February 28, 2026. This decline was primarily attributed to the loss of a customer, leaving the business with 100% revenue concentration from a single customer as of February 28, 2026. Additionally, the financial statements revealed that as of February 28, 2026, the Cloud business had only $0.1 million in cash and a working capital deficit of $64.8 million, which raised substantial doubt about its ability to continue as a going concern prior to the transaction. Management stated that the substantial doubt regarding going concern status has been alleviated due to the Business Combination, the associated equity funding, and ongoing support from Applied Parent. Subsequent to the closing, Applied Parent paid off $13.3 million in outstanding SAFE agreements. The unaudited pro forma financial information for the nine months ended February 28, 2026 shows a combined net loss of $46.6 million on revenue of $62.7 million.

SEC 8-K/A•3mo ago

CHRN: 8-K · leadership change

ChronoScale Corporation expanded its board of directors from seven to eight members and appointed Andrew Cordell Schaap to serve as a director effective June 29, 2026. Mr. Schaap was also appointed to the Audit Committee and the Related Party Transactions Committee, receiving a grant of 200,000 restricted shares vesting annually over two years. The company disclosed an existing data center lease between its subsidiary and a company led by Mr. Schaap, noting the transaction was entered into in the ordinary course of business prior to his appointment.

SEC 8-K•3mo ago

CHRN: 8-K · debt financing

ChronoScale Corporation entered into a material definitive agreement for an unsecured Demand Grid Promissory Note with Applied Digital Corporation, establishing a line of credit with a maximum principal amount of $100,000,000. The note accrues interest at the short-term Applicable Federal Rate and is payable on demand within ten days of the lender's request, with proceeds intended for working capital and general corporate purposes. This transaction constitutes a related party transaction, as Applied Digital and its affiliates hold approximately 96% of ChronoScale's outstanding common stock, and the agreement was approved by the related party committees of both companies' boards.

SEC 8-K•3mo ago