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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Securities registered pursuant to Section 12(b) of the Act:
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Separation and Severance Agreement with Mr. Jones
On September 30, 2026, ChronoScale Holdings Corporation, a Nevada corporation (the “Company”) completed the sale of its wholly owned subsidiary, Ekso Bionics, Inc. (“Ekso”) (the “Transaction”). In connection with the Transaction, on September 30, 2026 (the “Separation Date”), Jason C. Jones, the Chief Operating Officer of Ekso, an indirect wholly owned subsidiary of the Company, was terminated from his position as Chief Operating Officer of Ekso, effective as of the Separation Date.
In connection with Mr. Jones’ separation, Ekso entered into a Severance and Release Agreement with Mr. Jones (the “Severance Agreement”), effective as of the Separation Date. Under the Severance Agreement, Mr. Jones is entitled to receive (i) a lump-sum cash payment of $243,750, less applicable withholdings and deductions, if any, representing nine months of his base salary, payable on the Company’s first regularly scheduled payroll date following execution of the Severance Agreement, and (ii) Company-paid or reimbursed premiums for COBRA continuation coverage for Mr. Jones and his eligible dependents for up to nine months following the Separation Date, subject to earlier termination if Mr. Jones becomes covered under a similar plan or ceases to be eligible for COBRA coverage. The severance benefits are subject to Mr. Jones’s general release of claims and compliance with the Severance Agreement and his continuing restrictive covenants.
In exchange for the severance benefits, Mr. Jones has agreed to a general release of claims against the Company and its past, present, and future parent organizations, subsidiaries, and affiliated entities.
Mr. Jones’s Phantom Performance-Based Restricted Stock Unit Agreement, dated November 5, 2025, as amended May 20, 2026, remains unchanged and in effect in accordance with its terms.
The Severance Agreement satisfies the severance and benefit obligations under Mr. Jones’s Change in Control and Severance Agreement with ChronoScale Intermediate LLC, dated November 5, 2025, which was filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 7, 2025.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company previously designated 5,852 shares of preferred stock as Series B Convertible Preferred Stock (the “Preferred Stock”).
On September 29, 2026, the Company filed a Withdrawal of Designation relating to the Preferred Stock (the “Withdrawal of Designation”) with the Secretary of State of the State of Nevada and terminated the designation of the Preferred Stock. At the time of the filing of the Withdrawal of Designation, no shares of the Preferred Stock were outstanding. The Withdrawal of Designation was effective upon filing and eliminated from the Company’s Amended and Restated Articles of Incorporation, as amended, all matters set forth in the previously filed Certificate of Designation with respect to the previously designated Preferred Stock.
The foregoing description of the Withdrawal of Designation does not purport to be complete and is qualified in its entirety by reference to the Withdrawal of Designation, a copy of which is filed as Exhibit 3.1 hereto and which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
Press Release
On October 1, 2026, the Company issued a press release announcing the sale of Ekso and the expansion of an agreement with an existing AI infrastructure customer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Certificate, Amendment or Withdrawal of Designation, relating to the Series B Convertible Preferred Stock, filed with the Secretary of State of Nevada on September 29, 2026. | |
| 99.1 | Press Release, dated October 1, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: October 2, 2026 | By: | /s/ Jerome Wong |
| Name: | Jerome Wong | |
| Title: | Chief Financial Officer |
Exhibit 3.1
Exhibit 99.1
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Next-Gen Hybrid AI |
ChronoScale Announces Agreements Bringing Total Company Contracted Run-Rate Revenue to $1 Billion and Sale of Ekso Bionics Business Unit
| ● | Expanded agreement with an existing AI infrastructure customer and new customer agreement increases contracted deployment pipeline and is expected to drive Company annualized revenue run rate to $1 billion by calendar Q3 2027 | |
| ● | ChronoScale completes previously disclosed sale of Ekso Bionics business unit |
MENLO PARK, Calif., October 1, 2026 (GLOBE NEWSWIRE) — ChronoScale Holdings Corporation (NASDAQ: CHRN) (“ChronoScale” or the “Company”), an accelerated compute platform purpose-built to support demanding artificial intelligence (AI) workloads, today announced a significant expansion of an existing customer agreement and a separate agreement with a new customer, that increases the scale of its contracted AI infrastructure deployments and further strengthens the Company’s contracted revenues.
New Infrastructure Agreements
ChronoScale has signed a contract extension with an existing AI infrastructure customer and an agreement with a new AI infrastructure customer. These two agreements extend the Company’s contracted deployment pipeline and expand its overall capacity.
Together with ChronoScale’s existing customer contracts and current deployment schedule, these two agreements provide for annualized run-rate revenue of $1 billion by calendar Q3 2027.1
These customer commitments represent another step in ChronoScale’s strategy to develop long-term relationships with AI infrastructure customers and scale capacity alongside their growing compute requirements.
Achievement and timing of this contracted revenue remain subject to a number of risks and uncertainties, including the successful and timely deployment and commissioning of planned infrastructure capacity, availability of power and equipment, and the Company’s ability to access capital on acceptable terms, among other factors.
“We view the expansion of this existing customer relationship and the onboarding of the new customer as an important validation of both the demand we are seeing and our ability to grow alongside our customers,” said Cenly Chen, Chief Executive Officer of ChronoScale. “With these agreements, together with our existing contracts and current deployment schedule, we now have agreements in place that provide for $1 billion in annualized revenue run rate during calendar 2027. Our focus is on disciplined execution and delivering the infrastructure our customers need at scale.”
Ekso Bionics Business Unit Sale
ChronoScale also announced the completion of the sale of its Ekso Bionics business unit, which the Company believes will allow it to focus its operations, management resources and capital allocation on its core accelerated compute and AI infrastructure business.
The divestiture follows the formation of ChronoScale through the strategic combination of Applied Digital’s cloud business and EKSO Bionics Holdings, Inc. ChronoScale now operates as an independent public company focused on scalable GPU-based infrastructure optimized for AI training, inference and high-performance computing.
Cenly Chen added: “We intend the sale of the Ekso Bionics business to allow us to further sharpen our focus and concentrate our resources on what we see as the significant opportunity ahead in AI infrastructure.”
ChronoScale is building its platform to address growing enterprise and AI-native demand for dedicated computing environments capable of supporting increasingly demanding AI workloads. The Company’s strategy centers on delivering scalable accelerated computing capacity with the performance, consistency and operational execution required for large-scale deployments.
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1 Annualized revenue run-rate is an operating metric and a non-GAAP measure, calculated by multiplying revenue recognized under contracts in a quarterly period by four. The revenue recognized under these contracts is based on current assumptions and not a forecast of revenue for any specific reporting period.
| ChronoScale Corporation | 2440 Sand Hill Rd, Suite 400, Menlo Park, CA 94025 | www.chronoscale.com |
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Next-Gen Hybrid AI |
About ChronoScale
ChronoScale (Nasdaq: CHRN) is an accelerated compute platform purpose-built to support demanding artificial intelligence workloads. Focused on large-scale deployments, the platform delivers dedicated compute environments optimized for performance, consistency, and long-term operational execution, with the ability to scale capacity alongside accelerating AI demand.
Forward-Looking Statements
Statements in this Press Release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements include but are not limited to: (i) statements regarding the Company, its plans and objectives and anticipated future economic performance; (ii) statements about the cloud compute industry; (iii) statements regarding the Company’s ability to expand capacity and meet accelerating demand; (iv) statements regarding the Company’s ability to execute on planned infrastructure deployments and commissioning schedules; (v) statements regarding the performance of customers, suppliers, utilities and other counterparties;; and (vi) statements of assumptions underlying other statements and statements about the Company or its business. You are cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events and thus are inherently subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations. These risks, uncertainties, and other factors include: the ability to raise capital to fund the acquisition and deployment of GPUs, other equipment and other capital expenditures; the timely achievement of the deployment schedule in its customer agreements; customer concentration and the ability to renew or expand customer relationships; achievement of our target annualized run-rate revenue and revenue expectations in connection with our customer contracts; limitations on the Company’s ability to attract and retain key personnel, including executive officers and Board members of the Company; the success of the Company’s risk management activities, including any failure by the Company to implement and maintain effective internal controls; cash flow and access to capital; conditions in the debt and equity capital markets; slower than anticipated growth in the cloud compute industry; uncertainties related to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the SEC on August 19, 2026, and the risks described in other filings that the Company may make from time to time with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.
Investor Relations & Media Contacts
Matt Glover or Ralf Esper
Gateway Group, Inc.
(949) 574-3860
CHRN@gateway-grp.com
| ChronoScale Corporation | 2440 Sand Hill Rd, Suite 400, Menlo Park, CA 94025 | www.chronoscale.com |
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