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March 5, 2014

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Jay Ingram, Legal Branch Chief

    Re:
    Ekso Bionics Holdings, Inc.

    Form 8-K

    Filed January 23, 2014

    File No. 333-181229

Ladies and Gentlemen:

On behalf of our client, Ekso Bionics
Holdings, Inc. (the “Company”), set forth below is the response of the Company to the comments of
the staff of the Securities and Exchange Commission (the “SEC”) provided by a letter dated February 19,
2014. The comment letter relates to the Company’s Form 8-K filed January 23, 2014 (the “Form
8-K”).

As described in more detail below, the Company
anticipates revising the Form 8-K to address many of the staff’s comments. The Company also expects to file its transition
report as an amendment to its Current Report on Form 8-K on or before March 31, 2014 to include audited financial statements for
Ekso Bionics, Inc. for the year ended December 31, 2013 (the “Amendment”). The Company believes that the changes to
the Form 8-K will not be so material as to warrant an immediate amendment of the Form 8-K and respectfully requests that the staff
permit the Company to incorporate the staff’s comments into the Amendment to be filed on or before March 31, 2014.

For your convenience, each staff comment
is presented below in italics, with the Company’s response immediately following in regular type. Capitalized terms not otherwise
defined in this letter have the meanings ascribed to them in the Form 8-K.

General

1. You state on page 72 that in connection with the reverse merger you changed your fiscal year from March 31 to December 31
and that “The report covering the transition period will be filed on Form 10-K as of and for the transition period ended
September 30, 2013.” Please clarify why you believe a transition report is required and for what period. Since you state
that the fiscal year will now be December 31, that of the accounting acquirer, it would appear necessary that a Form 8-K/A that
includes audited financial statements for Ekso Bionics, Inc. (the accounting acquirer) for the year ended December 31, 2013 be
filed in order to avoid a lapse in reporting period.

    Securities and Exchange Commission
Division of Corporation Finance
March 5, 2014
Page 2

As noted above, the Company now intends
to file its transition report as an amendment to its Current Report on Form 8-K filed with the SEC on January 23, 2014, which Amendment
will be filed on or before March 31, 2014. The Amendment will include audited financial statements for Ekso Bionics, Inc. for the
year ended December 31, 2013.

Item 2.01 Completion of Acquisition or Disposition of Assets,
page 4

Description of Business, page 11

General

2. We note your risk factor “[t]he disruption or loss of relationships with vendors and suppliers for the components
of [y]our products could materially adversely affect . . .” on page 29. Please discuss in greater detail in your Description
of Business section the sources of raw materials and, if applicable, the names of principal suppliers used in connection with your
manufacturing of exoskeletons. Refer to Item 101(h)(4)(v) of Regulation S-K. Please also disclose the materials necessary to manufacture
your products. Further, please disclose whether you have entered into an agreement with any supplier, and, if so, tell us what
consideration you have given to filing any agreement with a supplier as an exhibit to the Form 8-K. Refer to Item 601(b)(10) of
Regulation S-K.

Most of the raw materials used to manufacture the
Ekso are sourced in the San Francisco Bay Area and consist of machined components, batteries, printed circuit boards and cables.
The materials used are primarily aluminum, titanium, stainless steel and carbon fiber. These raw materials are readily available,
and the Company is not dependent on any principal supplier. The Company has not entered into any material agreements with any of
its suppliers that would be required to be filed as an exhibit to the Form 8-K.

In the Amendment and in future filings, if applicable,
the Company will expand its discussion under “Ekso Bionics’ Medical Technology” to address sources and availability
of raw materials and will make appropriate revisions to the risk factor regarding disruption or loss of relationships with vendors
and suppliers.

3. We note your disclosure on page 45 regarding research and development costs. Please provide the disclosure required by Item
101(h)(4)(x) of Regulation S-K with respect to research and development costs incurred by Ekso Bionics, Inc. in the past two fiscal
years in your Description of Business section discussion.

The Company engages in research and development
in an effort to enhance the effectiveness, ease of use, safety and reliability of its medical, commercial, and
strength-enhancing exoskeletons and to expand the applications for its products. The Company’s research and development
expenditures were $4.3 million and $3.2 million in 2012 and 2011, respectively. In addition, as part of its engineering
services, which are paid for by grant funding, by collaboration partners, or by engineering services customers, the Company
generated engineering services revenue for which it incurred additional research and development costs. Such cost of
engineering services amounted to $1.8 million and $1.3 million in 2012 and 2011, respectively.

    Securities and Exchange Commission
Division of Corporation Finance
March 5, 2014
Page 3

The Company will expand its discussion of its research and development costs in the
Amendment and in future filings, if applicable.

Overview, page 12

4. We note your disclosure on page 12 that you “have sold over 40 devices to rehabilitation centers and individual users
for rehabilitation since February 2012” and that “Ekso Bionics is at a key point in the growth of its business.”
Please briefly disclose here your history of losses to date and your furloughing of employees in July 2013.

The Company will revise the third paragraph of the
section entitled “Description of Business – Overview” in the Amendment to provide as follows:

“We believe the Company is at a key point in
the growth of its business. From inception to September 2013, Ekso Bionics has accumulated over $35.0 million of losses and in
July 2013 furloughed 30 of its 71 employees in order to extend operations to the end of 2013. In January 2014, the Company completed
the Merger and PPO, resulting in $30.3 million in gross proceeds. With the additional capital resulting from the Merger and PPO,
the Company believes that it now has the resources to further penetrate the medical market and to begin to penetrate the military
and industrial markets over the next several years.”

The Technology, page 13

5. We note your disclosure on page 14 regarding “the potential to generate licensing revenue in fields outside [y]our
present areas of commercialization.” Please revise your disclosure to specify whether or not you have generated any licensing
revenue either within or outside your present areas of commercialization, and if so, please state the amount of revenue generated
to date.

The Company has not generated any licensing revenue
in fields outside of the present areas of commercialization through December 31, 2013. The Company will revise the disclosure regarding
licensing revenue in the Amendment and in future filings, if applicable, to reflect this fact.

6. Please expand your disclosure to explain the distinction between and nature of “issued,” “in prosecution”
and “provisional” patents.

The Company will expand its disclosure in the Amendment
and in future filings, if applicable, to clarify that “issued” patents refers to patents that have been granted, patents
“in prosecution” refers to patents where a complete application has been filed with the applicable patent authority
and additional action is pending, and “provisional” patent applications refers to a short form application that is
filed to establish an early filing date in anticipation of completion and submission of a complete application.

    Securities and Exchange Commission
Division of Corporation Finance
March 5, 2014
Page 4

Medical Market Strategy, page 15

7. Please revise your disclosure to include an approximate timeframe for when your initial and second “go-to-market”
strategies were first implemented.

The Company’s initial go-to-market strategy
began in the first quarter of 2012. The Company initiated its second, and current, go-to-market strategy in July 2013. The Company
will revise its disclosure to include these dates in the Amendment and in future filings, if applicable.

Potential Market for our Medical Products, page 16

8. Please supplementally provide us with the basis for your estimates of “300 SCI centers” and “approximately
3,000 hospitals” in Europe.

In estimating the size of the potential market, the
Company looked at both (a) the number of incidences for SCI and Stroke across Europe and (b) the number of centers/hospitals.  Given
the Company’s current sales and marketing focus on driving adoption at rehabilitation and related centers, the Company focused
its description in the 8-K filing on the number of centers/hospitals as it estimates them to be.

For its estimate of  SCI centers and of hospitals
in Europe, the Company took the estimated number of centers/hospital in those countries where data was readily available to it
and calculated estimates for countries where the data was not readily available based on population and then totaled these figures.
Separate and apart from these calculations, a presentation by Paul Garassus, M.D., the Vice President of the French Health Economic
Society and member of the European Private Hospitals Union, at the World of Health IT Conference in 2010 reported that there are
approximately 12,000 private and public hospitals, of which an estimated 4,600 are classified as acute care facilities. (Source:  http://www.worldofhealthit.org/sessionhandouts/documents/PS21-4-Garassus.pdf)

Competition, page 20

9. Please expand your discussion to describe your company’s competitive position in the exoskeleton industry and how
your company effectively competes as a manufacturer and designer. Please also revise your disclosure to describe in more detail
the challenges faced by your company.

    Securities and Exchange Commission
Division of Corporation Finance
March 5, 2014
Page 5

The various technologies that compete with the Company’s
technology represent therapeutic interventions with utility at varying points of the continuum of care. Clinically, the Ekso is
unique in its broad ability to mobilize pre- or even non-ambulatory patients using a full weight bearing, over ground, task-based
platform. From a practice management perspective, the Ekso is less expensive than many other systems, has a smaller footprint,
the ability to move around the hospital, and uses standard power requirements that make it easy to integrate into existing infrastructure.
In addition, the Ekso’s design accommodates patients with complete paraplegia, and also includes features that are optimized
to assist therapists in helping patients with some motor ability learn to walk again in a clinical setting.

On the other hand, certain of our competitors are
better capitalized, have benefited from a first-mover advantage, and offer their products at a lower price.

As noted in the Form 8-K, the field of robotic
exoskeleton technology remains in its infancy, and it is impossible to predict all of the competitive pressures that will be
faced by the Company. Further, the Company believes that its biggest challenge is not necessarily from competitive
technologies, but rather achieving market awareness and adoption of our technology while acclimating prospective customers to
a fundamentally new paradigm in neuro-rehabilitation and mobility, as well as addressing funding issues encountered by
prospective customers. As such, the Company respectfully submits that the disclosure in the “Competition” section
of the Form 8-K sufficiently describes the Company’s competitive position.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 37

10. Regarding your contract with USSOCOM awarded in December 2013. Please revise to disclose a description of each milestone
and its related contingent consideration as required by AS 605-28-50-2b. To the extent that you consider the aggregation of the
four milestones in your disclosure to be meaningful to investors, in lieu of the requirement to disclose each such milestone, please
revise your disclosure to:

 · Disclose the nature of payment triggering events underlying each milestone included in the aggregated categories you disclose,
and

 · Separately disclose the nature and related contingent consideration for any individual milestone that is significant. To
the extent you do not believe any of the individual milestones in the agreement is significant please demonstrate to us why not.

The contract with USSOCOM is a fixed price contract.
There is no contingent consideration.

The statement of work describes four milestones divided
into tasks and sub-tasks, with required accomplishments and progress payments associated with each milestone. Each milestone must
be successfully accomplished and verified in order to receive payment and proceed to the next sub-task. The first four milestones
relate to the development and delivery of a functional prototype exoskeleton device that significantly reduces the load on users
while introducing a negligible metabolic impact and meets other specifications set forth in the agreement. Payments for these milestones
are $150,000, $200,000, $250,000 and $250,000 for each of the first four milestones, respectively. The final task of the project
relates to the submission of a report summarizing testing results and a recommended path forward for which the payment is $146,000.
This is the first award granted under USSOCOM's TALOS (Tactical Assault Light Operator Suit) project.

    Securities and Exchange Commission
Division of Corporation Finance
March 5, 2014
Page 6

The Company will revise the disclosure in the Description
of Business, Exoskeleton Technology for Able-Bodied Applications section of the Form 8-K, to more fully explain the milestones
and related payments. The Company, respectfully, does not believe further disclosure of the USSOCOM contract is needed in Management’s
Discussion and Analysis of the Form 8-K because there is no revenue from this contract related to 2013. However, once there is
revenue generated in a reporting period under the USSOCOM contract, disclosure of the progress and related revenue will be added
to Management’s Discussion and Analysis as appropriate.

Financial Condition, Liquidity and Capital Resources, page
46

11. In light of your disclosure on page 45 regarding efforts in 2013 to reduce your cash burn rate and your disclosure on pages
46 and 47 regarding management’s belief of sufficient capital for operations “through the middle of 2015” and
“for at least the next 18 months” respectively, please disclose your monthly cash burn rate.

The Company estimates its current monthly operating
expenses, including direct labor and overhead, to be approximately $950,000. The Company updates its projected cash needs regularly
to address changes in its business plans. The Company will update this information in its discussion of financial condition, liquidity
and capital resources in the Amendment and further filings, as applicable, using the most current available information.

12. Your liquidity discussion does not provide detailed explanations of the reasons for changes in operating cash flows. Please
revise to disclose the reasons for the changes in operating assets and liabilities, specifically addressing the significant increases
i