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CLOSED · 10:20 ET
Market ClerkRecap
Sun Oct 25 · markets closed1 signal on Oct 2494 insider buys this week · $48.3MCIRO short report next: Oct 31The week ahead

CHRN

ChronoScale Holdings Corp
NASDAQ · INDUSTRIALS · GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
14.77
−0.69 −4.46%
USD · close Oct 23
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Work order
13
FLAG · shorts 13
Insiders, 90 days
0
no open-market filings in 90 days
Congress, 90 days
0 / 0
no disclosures naming it
Big money
0 / 15
none of the tracked funds disclose it
Calls on record
0
nobody we score has called it yet
MKT CAP $2.2BP/E —DIV YIELD —FCF YIELD -0.56%REV TTM —NET INCOME −$15.7MNET CASH $7.7M52W 3.87 – 29.63SEC XBRL · TTM TO Invalid Date

How CHRN rewrote its risk factors

10-K ITEM 1A · FY2025 → FY2026
Text kept
0%
of sentences unchanged
Added
525
new sentences
Dropped
735
sentences removed
Length
−11,045
words, now 18,367

New in FY2026

  • Risk Factors An investment in our common stock is speculative and illiquid and involves a high degree of risk including the risk of a loss of your entire investment.
  • You should carefully consider the risks and uncertainties described below and the other information contained in this report and our other reports filed with the SEC.
  • The risks set forth below are not the only ones facing us.
  • Additional risks and uncertainties may exist that could also adversely affect our business, operations and financial condition.
  • If any of the following risks actually materialize, our business, financial condition and/or operations could suffer.
  • In such event, the value of our common stock could decline, and you could lose all or a substantial portion of the money that you paid for our common stock.
  • Risk Factors Summary We are providing the following summary of the risk factors contained in this Annual Report on Form 10-K to enhance the readability and accessibility of our risk factor disclosures.
  • We encourage you to carefully review the full risk factors contained herein in their entirety for additional information regarding the material factors that make an investment in our securities speculative or risky.
  • These risks and uncertainties include, but are not limited to, the following: • Combining our Legacy Ekso Business and Cloud Business may be more difficult, costly and time-consuming than expected, which may adversely affect our results and negatively affect the value of our common stock. • We expect to need to raise external funds to support our business plan.
  • Such capital raises are expected to cause dilution to our stockholders. • We are a “controlled company” under Nasdaq’s corporate governance rules and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements.
  • As a result, investors in the Company do not have the same protections afforded to stockholders of companies that are subject to such requirements. • Commencing November 30, 2026 (the end of our second fiscal quarter), we will no longer qualify as a smaller reporting company and will be subject to additional laws and regulations affecting public companies that will increase our costs and the demands on management and could harm our operating results. • We have a history of net losses and may continue to incur net losses for the foreseeable future. • Our Cloud Business has had, and is expected to continue to have, significant customer concentration. • Failure to attract, grow and retain a diverse and balanced customer base, including key magnet customers, could harm our business and operating results. • Our Cloud Business’ customer has historically made advance deposits based on anticipated future usage, and may continue to do so. • We may face pricing pressures as our industry evolves, and any significant or sustained reductions in pricing may reduce our margins and adversely affect our business, operating results, financial condition and future prospects. • Technological developments in generative AI and inference, such as the development of AI models that require less computation power than earlier models, may result in decreased or differing demand for our offerings. • Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, which could result in our business failing to meet its growth targets, which could negatively affect our financial condition, results of operations and future prospects. • We are currently dependent on a limited number of suppliers and our Cloud Business may be adversely affected if we are unable to source and acquire sophisticated hardware on acceptable terms and on time.
  • Any supply chain disruptions, delays in delivery or increased costs could adversely affect our growth plans, financial condition and results of operations. • Any disruption to colocation space or services from third-party providers, or our ineffective management of relationships with third parties could harm our business, financial condition, operating results, cash flows, and prospects • Cybersecurity, physical security, and infrastructure disruptions could materially adversely affect our business. • Certain natural disasters or other external events, including climate change or mechanical failures, could harm our business, financial condition, results of operations, cash flows, and prospects. • Our level of debt in the future may negatively impact our liquidity, restrict our operations and ability to respond to business opportunities, and increase our vulnerability to adverse economic and industry conditions. • Joint ventures, joint ownership arrangements and other projects pose unique challenges and we may not be able to fully implement or realize synergies, expected returns or other anticipated benefits associated with such projects. • The loss of any of our management team, our inability to execute an effective succession plan, or our inability to attract and retain qualified personnel, could adversely affect our business. • We may become involved in litigation arising in the ordinary course of our business that may materially adversely affect us. • Employee disputes or litigation and related unfavorable publicity may negatively affect our future business, financial condition, and operating results. • Unfavorable global economic conditions and adverse developments with respect to financial institutions and associated liquidity risk could adversely affect our business, financial condition and stock price. • The development and use of AI tools is subject to intense political scrutiny and evolving, complex and potentially divergent regulatory frameworks across multiple jurisdictions, and the impact of such regulatory developments on our businesses remains uncertain.
  • If we are unable to comply with such laws and regulations and related export controls and other regulations, or if such requirements limit our ability to implement our business model, we may be subject to litigation, investigation or penalties, and our businesses and results of operations could be negatively impacted. • Our inability to market and close the sale of our Legacy Ekso Business that is currently held for sale and treated as discontinued operations may have a material adverse impact on our business and financial condition. • Our stock price has been volatile and may continue to be volatile in the future; this volatility may affect your ability to, and the price at which you could, sell our common stock. • Future issuances of our equity securities may result in dilution to existing stockholders and could adversely affect the market price of our common stock. • We do not expect to declare or pay dividends in the foreseeable future, which may limit the return our shareholders realize on their investment. • Provisions in our Articles (as defined below), our Bylaws (as defined below), and Nevada law may discourage a takeover attempt even if a takeover might be beneficial to our stockholders.
  • Risks Related to Our Business and Operations Combining our Legacy Ekso Business and Cloud Business may be more difficult, costly and time-consuming than expected, which may adversely affect our results and negatively affect the value of our common stock.
  • The Business Combination closed on May 5, 2026 and our management has been working on integrating the Legacy Ekso Business and Cloud Business.
  • The combination of two independent businesses is a complex, costly and time-consuming process and our management may face significant challenges in implementing such integration, many of which may be beyond the control of management, including, without limitation: • difficulties in achieving anticipated business opportunities and growth prospects; • the possibility of faulty assumptions underlying expectations regarding the integration process, including with respect to the intended tax efficient transactions; • unanticipated changes in applicable laws and regulations; and • unforeseen expenses or delays associated with the Business Combination.
  • Some of these factors will be outside of our control and any one of them could result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue that could materially impact our business, financial condition and results of operations.
  • The integration process and other disruptions resulting from the Business Combination may also adversely affect our relationships with employees, suppliers, customers, distributors, licensors and others with whom we have business or other dealings, and difficulties in integrating our Legacy Ekso Business and Cloud Business could harm our reputation.
  • If we are not able to successfully combine our Legacy Ekso Business and Cloud Business in an efficient, cost-effective and timely manner, the anticipated benefits of the Business Combination may not be realized fully, or at all, or may take longer to realize than expected, and the value of our common stock, revenues, levels of expenses and results of operations may be affected adversely.
  • If we are not able to adequately address integration challenges, we may be unable to successfully integrate our Legacy Ekso operations and Cloud operations or realize the anticipated benefits of the Business Combination.
  • We expect to need to raise external funds to support our growth strategy.
  • Such capital raises are expected to cause dilution to our stockholders.
  • We expect to need to raise substantial additional capital to expand our operations, pursue our growth strategies and respond to competitive pressures or unanticipated working capital requirements.
  • We anticipate that our current and future strategic growth initiatives will be capital-intensive.
  • We expect to raise capital through a combination of equity offerings, debt financings and potentially joint venture agreements.
  • Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our business.
  • To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders’ ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect stockholder rights.
  • Debt financing or refinancing may result in the imposition of debt covenants, increased fixed payment obligations or other restrictions that may affect our business.
  • If we engage in additional debt financing, the holders of debt likely would have priority over the holders of our common stock in order of payment preference.
  • Furthermore, our ability to raise additional capital may be adversely impacted by global macroeconomic conditions and volatility in the credit and financial markets in the U.S. and worldwide, over which we may have no or little control.
  • Our failure to raise capital as and when needed or on acceptable terms would have a negative impact on our financial condition and our ability to pursue our business strategy.
  • We are a “controlled company” under Nasdaq’s corporate governance rules and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements.
  • As a result, investors in the Company do not have the same protections afforded to stockholders of companies that are subject to such requirements.
  • As of May 31, 2026, Applied Parent, directly, and indirectly through its indirect wholly-owned subsidiary beneficially owned approximately 97% of the voting power of our outstanding common stock.
  • As a result, we are a “controlled company” within the meaning of Nasdaq’s corporate governance standards.
  • Under these rules, a listed company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including: • the requirement that a majority of our Board consists of independent directors; • the requirement that its director nominees be selected or recommended for the Board’s selection by a majority of the Board’s independent directors in a vote in which only independent directors participate or by a nominating committee comprised solely of independent directors, in either case, with Board resolutions or a written charter, as applicable, addressing the nominations process and related matters as required under the federal securities laws; and • the requirement that the compensation committee be composed entirely of independent directors with a written charter addressing the compensation committee’s purpose and responsibilities.
  • As of the date of this Annual Report on Form 10-K, we are not relying on any of these exemptions.
  • We may, however, determine to rely on these exemptions in the future (so long as we continue to remain a controlled company).
  • Commencing November 30, 2026 (the end of our second fiscal quarter), we will no longer qualify as a smaller reporting company and will be subject to additional laws and regulations affecting public companies that will increase our costs and the demands on management and could harm our operating results.
  • We currently qualify as a “smaller reporting company,” which enables us to take advantage of exemptions from various requirements such as an exemption from the requirement to have our independent auditors attest to our internal control over financial reporting under Section 404, as well as reduced disclosure obligations available to smaller reporting companies in their Exchange Act reports and information statements.

and 485 more.

Gone since FY2025

  • 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, and we expect to continue executing on our growth strategy during this process.
  • We have not set a timetable for the strategic review process, and we do not intend to provide updates until we determine that disclosure is appropriate or required.
  • 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.
  • 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,” for more information.
  • Results of Operations Consolidated Results of Operations: December 31, 2025 compared to the year ended December 31, 2024 (dollars in thousands): Years ended December 31, 2025 2024 Change % Change Revenue $ 12,799 $ 17,925 $ (5,126 ) (29 )% Cost of revenue 5,954 8,414 (2,460 ) (29 )% Gross profit 6,845 9,511 (2,666 ) (28 )% Gross profit % % % Operating expenses: Sales and marketing 7,154 7,308 (154 ) (2 )% Research and development 3,031 3,874 (843 ) (22 )% General and administrative 9,986 8,789 1,197 % Total operating expenses 20,171 19,971 % Loss from operations (13,326 ) (10,460 ) (2,866 ) % Other income (expense), net: Interest expense, net (309 ) (269 ) (40 ) % Gain on revaluation of warrant liabilities (473 ) (100 )% Loss on modification of warrant — (109 ) (100 )% Unrealized gain (loss) on foreign exchange 1,965 (965 ) 2,930 (304 )% Other expense, net (26 ) (1 ) (25 ) * Total other income (expense), net 1,631 (870 ) 2,501 (287 )% Net loss $ (11,695 ) $ (11,330 ) $ (365 ) % (*) Not meaningful Revenue Revenue decreased $5.1 million, or 29%, for the year ended December 31, 2025, compared to the same period of 2024.
  • The decrease in revenue was primarily driven by a decrease in the volume of Enterprise Health device sales in the EMEA region, partially offset by an increase in the volume of Personal Health device sales in the Americas region.
  • Gross Profit and Gross Margin Gross profit decreased $2.7 million, or 28%, for the year ended December 31, 2025, compared to the same period of 2024, driven by a decrease in revenue associated with our Enterprise Health devices, partially offset by an increase in revenues associated with our Personal Health device and reduction in service costs.
  • Gross margin remained flat at approximately 53% for the year ended December 31, 2025, compared to a consistent gross margin of 53% for the same period in 2024 Operating Expenses Sales and marketing expenses decreased $0.2 million, or 2%, for the year ended December 31, 2025, compared to the same period of 2024.
  • The decrease was primarily due to lower headcount, lower payroll expense related to discretionary payroll and from the receipt of the employee retention credits ("ERC"), partially offset by a loss on impairment of our indefinite-lived trade name intangible asset and severance expense.
  • Research and development expenses decreased $0.8 million, or 22%, for the year ended December 31, 2025, compared to the same period of 2024, primarily due to lower headcount, lower payroll expense from the receipt of the ERC and lower payroll expense related to discretionary payroll, partially offset by severance expense.
  • General and administrative expenses increased $1.2 million, or 14%, for the year ended December 31, 2025, compared to the same period of 2024, primarily due to higher legal and audit costs, higher payroll expense related to discretionary payroll and due to a loss on impairment of a finite-lived intangible asset, partially offset by the receipt of the ERC.
  • Total Other Income (Expense), Net Interest expense, net increased 15% for the year ended December 31, 2025, compared to the same period of 2024.
  • This increase is primarily related to interest expense related to the B.
  • Riley Promissory Note and lower interest income from cash deposits, partially offset by lower interest expense related to the Parker Hannifin Promissory Note and interest income related to receiving late ERC payments.
  • Loss on modification of warrant of $0.1 million for the year ended December 31, 2024 was due to the reduction of the exercise price of the May 2019 Warrants, in connection with the January 2024 Offering.
  • There was no comparable amount for the year ended December 31, 2025.
  • Gain on revaluation of warrant liabilities was de minimis for the year ended December 31, 2025 as compared to a gain on revaluation of warrant liabilities of $0.4 million for the year ended December 31, 2024, and was associated with the revaluation of warrants issued in 2019, 2020, and 2021.
  • 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.
  • Unrealized gain on foreign exchange was $2.0 million for the year ended December 31, 2025, compared to unrealized loss on foreign exchange of $1.0 million for the same period of 2024, primarily due to foreign currency exchange rate fluctuations producing unrealized gains and losses on our inter-company monetary assets and liabilities.
  • Liquidity and Capital Resources As of December 31, 2025, $1.2 million of cash was held domestically and by our foreign subsidiaries.
  • Cash consisted of bank deposits with third-party financial institutions, none of which was restricted.
  • As of December 31, 2025, we had working capital of $5.4 million, compared to working capital of $11.3 million as of December 31, 2024.
  • The decrease in working capital was primarily due to a lower cash balance and a higher convertible promissory note balance, partially offset by a higher inventory balance, a higher prepaid expenses and other current assets balance, a lower accrued liabilities balance, and a lower deferred revenues, current 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 2026 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.
  • The net proceeds of the Private Placement are expected to be approximately $5.3 million, after deducting placement agent fees and expenses and other estimated offering expenses payable by us.
  • We intend to use the net proceeds from the Private Placement for working capital and general corporate purposes.
  • 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.

and 695 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2025 ↗, FY2026 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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