SecProbe.io

May 22, 2014

Via E -Mail
Nathan Harding
Chief Executive Officer
Ekso Bionics Holdings, Inc.
1414 Harbour Way South, Suite 1201
Richmond, California 94804

Re: Ekso  Bionics Holdings, Inc.
 Registration Statement on Form S -1
Filed May 7, 2014
File No. 333-195783

Dear Mr. Harding :

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do not bel ieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. We note that the registration statement covers the resale of securities that you issued in a
private  placement while you were still a shell company , as that term is defined in our
rules.  As a result, your transaction appears to be an “at the market” primary offering of
equity securities by or on behalf of the registrant under Rule 415(a)(4) of Regulation C.
Because you do not qualify to conduct a primary offering “at the market,” please revise
the terms of your offering to provide that all offers and sales will be made at a disclosed
fixed price for the duration of the offering, resales will be made on a pro mpt and
continuous basis, and the selling shareholders will be identified as underwriters.  If you
do not believe the registration statement covers the resale of shell company shares , please
explain why.  See generally SEC Release No 33 -8869 (2007).

Mr. Nathan Harding
Ekso Bionics Holdings, Inc.
May 22, 2014
Page 2

 Item 16. Exhibits and Financial Statement Schedules

2. Please revise the first and second footnotes to your exhibit list to reference the company’s
Form 8 -K filed on January 23, 2014 and Form 8 -K/A filed on March 31, 2014 ,
respectively .  The current reference s to “January 23, 20 13” and “March 31, 20 13” appear
incorrect [emphasis added].

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Mr. Nathan Harding
Ekso Bionics Holdings, Inc.
May 22, 2014
Page 3

 You may contact Kamyar Daneshvar, Staff Attorney, at (202) 551 -3787 or me at (202)
551-3397 with any questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Via E -mail
Max Scheder -Bieschin, Chief Financial Officer
Barrett DiPaolo, Gottbetter & Partners, LLP