Applied Digital files 8-K: entry into a material agreement, completion of an acquisition or disposition, Regulation FD disclosure

Item 1.01. Entry into a Material Definitive Agreement.

Private Placement In connection with, and as a condition to Closing, on May 1, 2026, the Company entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with Ekso, pursuant to which Ekso agreed to sell and issue to the Company 1,311,407 shares of Ekso Common

Stock (the “Private Placement Shares”). The Private Placement Shares were issued and sold at an offering price of $12.01 per share, the closing price of Ekso Common Stock on April 30, 2026, the date immediately preceding the date of execution of the Securities

Purchase Agreement, for gross proceeds of approximately $15.75 million (the “Applied Parent Equity Financing”). The closing of the Applied Parent Equity Financing took place on May 5, 2026, immediately prior to the Closing. The Private Placement Shares constitute registrable securities under the Investor Rights Agreement (as defined below) and, as such, have the same resale registration rights as set forth under “ Item 1.01. Entry into a Material Definitive Agreement – Investor Rights Agreement – Registration

Street Capital Markets, LLC (the “Placement Agent”) served as Ekso’s exclusive placement agent in connection with the

Applied Parent Equity Financing, and in the past, has provided, directly or through its affiliates, financial advisory and other services to Ekso. As compensation for the services provided by the Placement Agent in the Applied Parent Equity Financing, the Placement Agent received a cash fee equal to 5.0% of the aggregate gross proceeds raised in the Applied Parent Equity Financing, or approximately $0.75 million.

Securities Purchase Agreement contains customary representations, warranties and agreements by Ekso, conditions to closing, indemnification obligations of the Company and Ekso, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report and is incorporated herein by reference.

Management Advisory and Corporate Services Agreement

Closing, in connection with the Contribution and Exchange Agreement, the Company and ChronoScale entered into a Management Advisory and

Corporate Services Agreement (the “Services Agreement”). Under the Services Agreement, the Company has agreed to provide

ChronoScale with (i) management advisory services, including financial, managerial, and operational advice regarding day-to-day operations and strategic transactions and (ii) certain corporate services to ChronoScale, including administrative and software services, and various personnel services. Under the Services Agreement, ChronoScale will pay the Company (i) an amount equal to one percent (1%) of the gross revenue of ChronoScale and its subsidiaries per quarter and (ii) fees for other corporate services provided by the Company to ChronoScale and its subsidiaries as they are incurred on a monthly basis. The Services Agreement has an initial term of twelve (12) months, with automatic successive one (1)-month renewals unless either party provides at least sixty (60) days’ prior written notice of non-renewal prior to the expiration of the initial term or at least twenty (20) days prior to the expiration of the renewal term, and may be terminated by the Company upon thirty (30) days written notice to ChronoScale or by either party upon an uncured material breach or upon a party’s bankruptcy or insolvency. ChronoScale has agreed to indemnify the Company for damages arising from gross negligence, willful misconduct, fraud, or breach, and the Company’s aggregate liability is capped at ten percent (10%) of the aggregate service fees paid to the

Company, with exclusions for consequential damages subject to carve-outs for fraud or willful misconduct. The Services Agreement also contains customary provisions regarding confidentiality, intellectual property licensing and data privacy and is governed by the laws of the State of Delaware.

The foregoing description of the Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Services Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report and is incorporated herein by reference.

Designation Rights At the Closing, Contributor and ChronoScale entered into an investor rights agreement (the “Investor Rights Agreement”), pursuant to which, the APLD Designator (as defined therein) has the right to designate four (4) of the seven (7) directors on ChronoScale’s

Board of Directors (the “Board”), including the Chairman (each such director, an “APLD Designee”). The initial

APLD Designees are Wes Cummins (Chairman), Ella Benson, Douglas Miller and Richard Nottenburg. The rest of the Board is comprised of

Ying Cenly Chen, ChronoScale’s Chief Executive Officer, William M. Clancy, and Scott G. Davis, the Chief Executive Officer of Ekso

Bionics, Inc. (a wholly owned subsidiary of ChronoScale).

Investor Rights Agreement provides that, (i) for so long as the APLD Investors (as defined therein) beneficially own at least 50% of the aggregate outstanding voting securities of ChronoScale, the APLD Designator may designate four (4) directors, (ii) if the APLD Investors beneficially own at least 25% of the aggregate outstanding voting securities of ChronoScale, the APLD Designator may designate three (3) directors; (iii) if the APLD Investors beneficially own at least 10% (but less than 25%) of the aggregate outstanding voting securities of ChronoScale, the APLD Designator may designate two (2) directors; and (iv) if the APLD Investors beneficially own less than 10% of the aggregate outstanding voting securities of ChronoScale, the APLD Designator may designate one (1) director. In addition, the Investor

Rights Agreement provides that the APLD Designator has the right, but not the obligation, to consent to any individual nominated for election to the Board seat initially occupied by the Chief Executive Officer of ChronoScale, for so long as the APLD Investors collectively beneficially own at least 25% of the aggregate outstanding voting securities of ChronoScale.

Under the Investor Rights Agreement, any director that is designated by the APLD Designator may only be removed with the consent of the APLD

Designator, or by the stockholders in accordance with applicable law and regulations, and the APLD Designator is entitled to appoint replacement designees in the event a vacancy is created with respect to one of its designees.

Under the Investor Rights Agreement, ChronoScale is required to include the applicable designees in its slate of nominees for election at any stockholder meetings and to use reasonable best efforts to cause each designee to be elected.

For so long as the APLD Investors continue to beneficially own at least thirty percent (30%) of the aggregate outstanding voting securities of ChronoScale, the Board is prohibited from increasing the total number of directors on the Board to greater than seven (7) and, in no event shall any decrease in the number of directors on the Board, in any instance, eliminate, abridge, or otherwise modify the APLD

Designator’s designation rights, in each case, without the consent of the APLD Designator.

Observer Rights For so long as any APLD Investor is a party to the Investor Rights Agreement, the APLD Investors have the right to invite two (2) observers to all meetings of the Board, and such observers may participate in all deliberations thereof, in a non-voting observer capacity, so long as such observers’ presence, or participation in, such meetings shall not pose a conflict of interest or threat to attorney-client privilege or work product privilege.

Approval Rights Under the Investor Rights Agreement, for so long as the APLD Investors continue to beneficially own at least thirty percent (30%) of the aggregate outstanding voting securities of ChronoScale, ChronoScale has agreed not to take the following specified actions (as more fully set forth in the Investor Rights Agreement) without the prior written consent of the APLD Designator, which such approval rights may be waived by the APLD Designator, in whole or in part, from time to time:

● hire, appoint, terminate or materially change the compensation or duties of the Chief Executive Officer or Chief Financial Officer of ChronoScale;

● appoint, remove or change ChronoScale’s independent public accountants (other than to a nationally recognized or regional accounting firm);