Form S-8 POS ChronoScale Holdings
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As filed with the U.S. Securities and Exchange Commission on October 6, 2026
Registration No. 333-287647
Registration No. 333-281086
Registration No. 333-272610
Registration No. 333-266218
Registration No. 333-253529
Registration No. 333-237527
Registration No. 333-232512
Registration No. 333-226037
Registration No. 333-220808
Registration No. 333-207131
Registration No. 333-198357
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-287647)
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-281086)
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-272610)
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-266218)
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-253529)
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-237527)
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-232512)
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-226037)
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-220808)
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-207131)
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8 (No. 333-198357)
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHRONOSCALE HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada | 42-3357005 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
ChronoScale Holdings Corporation
2440 Sand Hill Road, Suite 400,
Menlo Park, CA 94025
(Address of principal executive offices) (Zip code)
Amended and Restated 2014 Equity Incentive Plan
(Full title of the plan)
Ying Cenly Chen, Chief Executive Officer
2440 Sand Hill Road, Suite 400,
Menlo Park, CA 94025
214-427-1704
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Steven E. Siesser, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
(212) 204-8688
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | ||
| Non-accelerated filer ☒ | Smaller reporting company ☒ | ||
| Emerging growth company ☐ |
If 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
ChronoScale Holdings Corporation, a Nevada corporation (the “Registrant” or “Successor”), files these Post-Effective Amendments to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) of ChronoScale Corporation (f/k/a Ekso Bionics Holdings, Inc.), a Nevada corporation (“Predecessor”), as the successor issuer to Predecessor in connection with the Predecessor’s implementation of a corporate holding company structure that resulted in the formation of a new parent holding company (the “Holding Company Transaction”):
● Registration Statements No. 333-287647, 333-281086, 333-272610, 333-266218, 333-253529, 333-237527, 333-232512, 333-226037, 333-220808, 333-207131, and 333-198357, as filed with the U.S. Securities and Exchange Commission (the “Commission”) on May 29, 2025, July 29, 2024, June 13, 2023, July 19, 2022, February 25, 2021, April 1, 2020, February 13, 2020, July 2, 2018, October 4, 2017, September 25, 2015 and August 26, 2014, respectively, each pertaining to the registration of securities of the Registrant issuable under the Predecessor’s 2014 Equity Incentive Plan (the “Plan”).
Prior to the Holding Company Transaction, the Company completed the previously announced business combination transaction (the “Business Combination”). Immediately prior to the consummation of the Business Combination, the Plan was terminated but any outstanding equity awards made thereunder continue to be governed by their existing terms.
The Holding Company Transaction was completed on July 1, 2026 and was effected through a merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 1, 2026, among Predecessor, Successor, and CHRN Merger Sub Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Successor (“Merger Sub”). The Holding Company Transaction was conducted pursuant to Section 92A.134 of the Nevada Revised Statutes, which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation.
Pursuant to the Holding Company Transaction, Predecessor merged with and into Merger Sub, a direct wholly-owned subsidiary of the Registrant, with Predecessor continuing as the surviving entity and a direct wholly-owned subsidiary of the Registrant (the “Merger”). Upon the effectiveness of the Merger, each share of Predecessor common stock held immediately prior to the Merger automatically converted into a right to receive an equivalent corresponding share of common stock of the Registrant, par value $0.001 per share, such shares having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding shares of common stock of Predecessor being converted. In addition, each share of Series B preferred stock, $0.001 par value, of the Predecessor (the “Predecessor’s Preferred Stock”) outstanding immediately prior to the Merger (if any) automatically converted into a right to receive an equivalent corresponding share of Series B preferred stock of the Registrant, par value $0.001 per share, such shares having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Predecessor’s Preferred Stock being converted. Accordingly, upon consummation of the Holding Company Transaction, the current stockholders of Predecessor became stockholders of the Registrant. Further, pursuant to the Merger Agreement, as of the effectiveness of the Merger, the Plan and all award agreements granted pursuant thereto were amended as necessary to provide that any reference to Predecessor and to each share of Predecessor in such agreements shall be deemed to refer to the Registrant and to shares of common stock of the Registrant.
Following the Holding Company Transaction, the Registrant is the successor issuer to Predecessor pursuant to Rule 414 under the Securities Act of 1933, as amended (the “Securities Act”), and Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As the successor issuer, the shares of the Registrant’s common stock are deemed to be registered under Section 12(b) of the Exchange Act and trade on The Nasdaq Capital Market under the symbol “CHRN.”
In accordance with paragraph (d) of Rule 414 under the Securities Act, the Registrant, as the successor issuer to Predecessor, hereby expressly adopts the Registration Statements as its own registration statements (except as specifically amended by these Post-Effective Amendments) for all purposes of the Securities Act and the Exchange Act, and all securities registered under this registration statement will be securities of the Registrant rather than Predecessor. These Post-Effective Amendments shall become effective immediately upon filing with the Commission pursuant to Rule 462 under the Securities Act. Predecessor paid all registration fees at the time of filing of the Registration Statements.
No additional securities are being registered hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents that the Registrant has previously filed with the Securities and Exchange Commission (the “SEC”):
| (1) | our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 filed with the SEC on August 19, 2026 (the “Annual Report”); | |
| (2) | our Definitive Information Statement on Schedule 14C filed with the SEC on April 3, 2026; | |
| (3) | our Current Reports on Form 8-K filed with the SEC on January 22, 2026, February 17, 2026, May 4, 2026, June 4, 2026, June 26, 2026, June 30, 2026 and July 1, 2026, August 18, 2026, August 27, 2026, September 16, 2026 and October 2, 2026 and our Current Reports on Form 8-K/A filed with the SEC on May 5, 2026, May 20, 2026, and June 30, 2026 (other than any portions thereof deemed furnished and not filed); and | |
| (4) | the description of our common stock contained in our Registration Statements on Form 8-A filed with the SEC on May 6, 2015 and August 8, 2016, including any amendment or report filed for the purpose of updating such description, including the Description of Securities filed as Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on July 1, 2026. |
All documents that the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement which indicates that all of the shares of the Registrant’s common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicate that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances will any information filed under Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 78.138 of the Nevada Revised Statutes, or NRS, provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable unless the presumption that it is acting in good faith and on an informed basis with a view to the interests of the corporation has been rebutted, and it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law. Our Second Amended and Restated Articles of Incorporation, as amended, provide that no director or officer shall have any personal liability to the Company or its stockholders for damages for breach of fiduciary duty as a director or officer, except for (i) acts that involve intentional misconduct, fraud, or a knowing violation of the law or (ii) the payment of dividends in violation of Nevada corporate law.
Section 78.7502(1) of the NRS provides that a corporation may indemnify, pursuant to that statutory provision, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise or as a manager of a limited liability company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he is not liable pursuant to NRS 78.138 or if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
NRS 78.7502(2) permits a corporation to indemnify, pursuant to that statutory provision, any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he acted under similar standards, except that no indemnification pursuant to NRS 78.7502 may be made in respect of any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction, after any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which such action or suit was brought or other court of competent jurisdiction determines that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. NRS 78.751(1) provides that a corporation shall indemnify any person who is a director, officer, employee or agent of the corporation, against expenses actually and reasonably incurred by the person in connection with defending an action (including, without limitation, attorney’s fees), to the extent that the person is successful on the merits or otherwise in defense of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited liability company, or any claim, issue or matter in such action.
NRS 78.751 provides that the indemnification pursuant to NRS 78.7502 shall not be deemed exclusive or exclude any other rights to which the indemnified party may be entitled (except that indemnification may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of the law and such intentional misconduct, fraud or a knowing violation of the law was material to the cause of action) and that the indemnification shall continue as to directors, officers, employees or agents who have ceased to hold such positions, and to their heirs, executors and administrators. NRS 78.752 permits a corporation to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities.
Section 78.752 of the NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the company, or is or was serving at the request of the company as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.
Our Amended and Restated Bylaws, as amended (the “Bylaws”), provide that the Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition.
In addition, we have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments and fines incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or any other company or enterprise to which the person provides services at our request.
We maintain a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe these provisions in the Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing these post effective amendments on Form S-8 and has duly caused these post-effective amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, California, on October 6, 2026.
| CHRONOSCALE HOLDINGS CORPORATION | ||
| By: | /s/ Ying Cenly Chen | |
| Ying Cenly Chen | ||
| Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ying Cenly Chen and Jerome Wong, or either one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments or supplements (including post-effective amendments filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended) to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent or either one of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or his substitutes, may lawfully do or cause to be done by virtue hereof.
| Person | Capacity | Date | ||
| /s/ Ying Cenly Chen | Chief Executive Officer, Director | October 6, 2026 | ||
| Ying Cenly Chen | (Principal Executive Officer) | |||
| /s/ Jerome Wong | Chief Financial Officer | October 6, 2026 | ||
| Jerome Wong | (Principal Financial Officer) | |||
| /s/ Wes Cummins | Chairman | October 6, 2026 | ||
| Wes Cummins | ||||
| /s/ Ella Benson | Director | October 6, 2026 | ||
| Ella Benson | ||||
| /s/ William M. Clancy | Director | October 6, 2026 | ||
| William M. Clancy | ||||
| /s/ Scott G. Davis | Director | October 6, 2026 | ||
| Scott G. Davis | ||||
| /s/ Douglas Miller | Director | October 6, 2026 | ||
| Douglas Miller | ||||
| /s/ Richard Nottenburg | Director | October 6, 2026 | ||
| Richard Nottenburg | ||||
| /s/ Andrew Schaap | Director | October 6, 2026 | ||
| Andrew Schaap |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
ATTACHMENTS / EXHIBITS
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