SecProbe.io

CORRESP
 1
 filename1.htm

 ekso20250415_corresp.htm

 April 15, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-3720

 Attention:

 Mitchell Austin

 Re:

 Ekso Bionics Holdings, Inc.

 Registration Statement on Form S-3

 File No. 333-286463

 Filed on April 10, 2025

 Acceleration Request

 Requested Date: April 17, 2025

 Requested Time: 4:30 p.m. Eastern Time

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ekso Bionics Holdings, Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-286463) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as we or our counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Austin D. March at (512) 338-5410.

 Sincerely,

 EKSO BIONICS HOLDINGS, INC.

 By:

 /s/ Scott G. Davis

 Scott G. Davis

 Chief Executive Officer

 cc:

 Mark B. Baudler, Wilson Sonsini Goodrich & Rosati

 Austin D. March, Wilson Sonsini Goodrich & Rosati

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 14, 2025

Scott Davis
Chief Executive Officer
Ekso Bionics Holdings, Inc.
101 Glacier Point, Suite A
San Rafael, California 94901

 Re: Ekso Bionics Holdings, Inc.
 Registration Statement on Form S-3
 Filed April 10, 2025
 File No. 333-286463
Dear Scott Davis:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Mitchell Austin at 202-551-3574 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Austin March
</TEXT>
</DOCUMENT>

CORRESP
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	ekso20240828c_corresp.htm

			August 28, 2024

VIA FACSIMILE AND EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

			Re:

			Ekso Bionics Holdings, Inc.

			Registration Statement on Form S-1 (Registration No. 333-281081) -

			Concurrence in Acceleration Request

Ladies and Gentlemen:

Craig-Hallum Capital Group LLC (“Craig-Hallum”), as representative of the underwriters for the referenced offering, hereby concurs in the request by Ekso Bionics Holdings, Inc. that the effective date of the above-referenced registration statement be accelerated to 4:30 p.m. (Eastern Time), or as soon as practicable thereafter, on Thursday, August 29, 2024, pursuant to Rule 461 under the Securities Act. Craig-Hallum affirms that it is aware of its obligations under the Securities Act in connection with this offering.

			Very truly yours,

			CRAIG-HALLUM CAPITAL GROUP, LLC

			By:

			/s/ Rick Hartfiel

			Name: Rick Hartfiel,

			Title: Head of Investment Banking

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	ekso20240828_corresp.htm

August 28, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

			Attention:

			Edwin Kim

			Re:

			Ekso Bionics Holdings, Inc.

			Registration Statement on Form S-1

			File No. 333-281081

Acceleration Request

			Requested Date:

			August 29, 2024

			Requested Time:

			4:30 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Ekso Bionics Holdings, Inc. hereby requests that its Registration Statement on Form S-1 (File No. 333-281081) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as we or our counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini Goodrich & Rosati, P.C., by calling Austin D. March at (512) 338-5410.

			Sincerely,

			EKSO BIONICS HOLDINGS, INC.

			By:
			/s/ Scott G. Davis

			Scott G. Davis

			Chief Executive Officer

			cc:

			Mark B. Baudler, Wilson Sonsini Goodrich & Rosati

			Austin D. March, Wilson Sonsini Goodrich & Rosati

August 5, 2024
Scott G. Davis
Chief Executive Officer
Ekso Bionics Holdings, Inc.
101 Glacier Point, Suite  A
San Rafael, CA 94901
Re:Ekso Bionics Holdings, Inc.
Registration Statement on Form S-1
Filed July 29, 2024
File No. 333-281081
Dear Scott G. Davis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim at 202-551-3297 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Austin March, Esq.

United States securities and exchange commission logo
June 15, 2023
Scott Davis
Chief Executive Officer
Ekso Bionics Holdings, Inc.
101 Glacier Point, SuiteA
San Rafael, California 94901
Re:Ekso Bionics Holdings, Inc.
Registration Statement on Form S-3
Filed June 12, 2023
File No. 333-272607
Dear Scott Davis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Kyle Wiley, Staff Attorney, at (202) 344-5791 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Austin March

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June 15, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3720

  Attention:
  Kyle Wiley

 Re: Ekso Bionics Holdings, Inc.

Registration Statement on Form S-3

File No. 333-272607

Filed on June 12, 2023

Acceleration Request

  Requested Date:
  June 20, 2023

  Requested Time:
  4:30 p.m. Eastern Time

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, Ekso Bionics Holdings, Inc. hereby requests that its Registration Statement on Form S-3 (File No. 333-272607) (the “Registration
Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such
later time as we or our counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities
and Exchange Commission. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Wilson Sonsini Goodrich & Rosati, P.C., by calling Austin D. March at (512) 338-5410.

    Sincerely,

    EKSO BIONICS HOLDINGS, INC.

    By:
    /s/ Scott G. Davis

    Scott G. Davis

    Chief Executive Officer

 cc: Mark B. Baudler, Wilson Sonsini Goodrich & Rosati

Austin D. March, Wilson Sonsini Goodrich &
Rosati

CORRESP
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July 9, 2020

VIA EDGAR

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Mitchell Austin and Jan
Woo

    Re:
    Ekso Bionics Holdings, Inc.

    Registration Statement on Form S-1

    File No. 333-239679

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Ekso Bionics Holdings, Inc. (the “Registrant”) hereby requests acceleration of
effectiveness of its registration statement on Form S-1 (File No. 333-239679) to 10:00 a.m., Eastern Time, on Monday, July
13, 2020, or as soon as practicable thereafter.

The Registrant requests that it be
notified of such effectiveness by contacting Alfredo B. D. Silva, the Company’s counsel at Morrison & Foerster LLP,
at (415) 268-6213 or asilva@mofo.com, or Aria Kashefi at Morrison & Foerster LLP, at (415) 268-6232 or akashefi@mofo.com.

        Very truly yours,

        Ekso Bionics Holdings, Inc.

    By:

    /s/ John F. Glenn

    Name:

    John F. Glenn

    Title:

    Chief Financial Officer

United States securities and exchange commission logo
July 8, 2020
Jack Peurach
Chief Executive Officer
Ekso Bionics Holdings, Inc.
1414 Harbour Way South, Suite 1201
Richmond, CA 94804
Re:Ekso Bionics Holdings, Inc.
Registration Statement on Form S-1
Filed July 2, 2020
File No. 333-239679
Dear Mr. Peurach:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3574 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Alfredo B. D. Silva, Esq.

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June 25, 2020

VIA EDGAR

Division of Corporation Finance

Office of Technology

United States Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Matthew Crispino and Jan
Woo

    Re:
    Ekso Bionics Holdings, Inc.

    Registration Statement on Form S-3

    File No. 333-239203

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Ekso Bionics Holdings, Inc. (the “Registrant”) hereby requests acceleration of
effectiveness of its registration statement on Form S-3 (File No. 333-239203) to 9:00 a.m., Eastern Time, on Friday, June
26, 2020, or as soon as practicable thereafter.

The Registrant requests that it be
notified of such effectiveness by contacting Alfredo B. D. Silva, the Company’s counsel at Morrison & Foerster LLP,
at (415) 268-6213 or asilva@mofo.com, or Aria Kashefi at Morrison & Foerster LLP, at (415) 268-6232 or akashefi@mofo.com.

        Very truly yours,

        Ekso Bionics Holdings, Inc.

    By:

    /s/ John F. Glenn

    Name:

    John F. Glenn

    Title:

    Chief Financial Officer

United States securities and exchange commission logo
June 23, 2020
Jack Peurach
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-3
Filed June 16, 2020
File No. 333-239203
Dear Mr. Peurach:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Alfredo B. D. Silva

CORRESP
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Ekso Bionics Holdings,
Inc.

1414 Harbour Way South,

Suite 1201

Richmond, CA 94804

October 16, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

 Attention: Jay Ingram

Chris Ronne

 Re: Ekso Bionics Holdings,
Inc.

Registration Statement on Form S-3

Filed October 4, 2017

File No. 333-220807

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Ekso Bionics Holdings, Inc. (the “Company”) hereby requests acceleration
of the effective date of its Registration Statement on Form S-3, File No. 333-220807, as amended, to 4:45 p.m., Eastern Time, on
Wednesday, October 18, 2017, or as soon thereafter as practicable.

The Company hereby acknowledges its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
public offering of the securities specified in the above-referenced Registration Statement. In connection with the foregoing request
for acceleration of effectiveness, the Company hereby further acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission 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 or 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 contact Erin M. Anderman of Nutter
McClennen & Fish LLP, counsel to the Company, at (617) 439-2446, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    By:
    /s/ Max Scheder-Bieschin

    Name:
    Max Scheder-Bieschin

    Title:
    Chief Financial Officer

Mail Stop 4631

October 11, 2017

Via E -mail
Max Scheder -Bieschin
Chief Financial Officer
Ekso Bionics Holdings, Inc.
1414 Harbour Way South, Suite 1201
Richmond, CA 94804

Re: Ekso  Bionics Holdings, Inc.
  Registration Statement on Form S-3
Filed  October 4, 2017
  File No.  333-220807

Dear Mr. Scheder -Bieschin :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Chris Ronne, Staff Attorney,  at (202) 551 -6156  with any questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
Office of Manufacturing and
Construction

cc: Thomas Looby
 Erin Anderman

CORRESP
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Ekso Bionics Holdings,
Inc.

1414 Harbour Way South,

Suite 1201

Richmond, CA 94804

June 12, 2017

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

    Attention:
    Pamela A. Long

    Kate McHale

    Re:
    Ekso Bionics Holdings, Inc.

    Registration Statement on Form S-3

    Filed June 6, 2017

    File No. 333-218517

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, Ekso Bionics Holdings, Inc. (the “Company”) hereby requests acceleration
of the effective date of its Registration Statement on Form S-3, File No. 333-218517, as amended, to 4:45 p.m., Eastern Time, on
Wednesday, June 14, 2017, or as soon thereafter as practicable.

The Company hereby acknowledges its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
public offering of the securities specified in the above-referenced Registration Statement. In connection with the foregoing request
for acceleration of effectiveness, the Company hereby further acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission 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 or 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 contact Erin M. Anderman of Nutter
McClennen & Fish LLP, counsel to the Company, at (617) 439-2446, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    By:
    /s/ Thomas Looby

    Name:
    Thomas Looby

    Title:
    Chief Executive Officer

      2

June 9, 2017

Mr. Thomas Looby
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-3
Filed June 6, 2017
  File No. 333-218517

Dear Mr. Looby :

This is to advise you that we have not  reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please  contact Kate McHale  at (202) 551 -3464  with any q uestions.

Sincerely,

        /s/ Pamela A. Long

Pamela A. Long
Assistant Director
Office of Manufacturing and
Construction

January 12, 2017

Via E -mail
Mr. Maximilian Scheder -Bieschin
Chief Financial Officer
Ekso Bionics Holdings, Inc.
1414 Harbour Way South, Suite 1201
Richmond, California 94804

Re: Ekso Bionics Holdings, Inc.
Form 10 -K for the Fiscal Year Ended Dec. 31, 2015
Filed March 14, 2016
Form 10 -Q for the Quarter Ended March 31, 2016
Filed May 10, 2016
Definitive Proxy on Schedule 14A
Filed April 25, 2016
File No. 000 -55442

Dear Mr. Scheder -Bieschin :

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Terence O ’Brien

Terence O ’Brien
Accounting Branch Chief

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January 6, 2017

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Terence O’Brien, Accounting Branch Chief

 Re: Ekso Bionics Holdings,
Inc.

Form 10-K for the Fiscal Year Ended Dec.
31, 2015

Filed March 14, 2016

File No. 000-55442

Ladies and Gentlemen:

We are in receipt of the comments of the
staff of the Securities and Exchange Commission (the “SEC”) provided by a letter dated December 13, 2016. The
comment letter relates to the above-referenced Form 10-K for the Fiscal Year Ended December 31, 2015 (the “10-K”)
as filed by Ekso Bionics Holdings, Inc. (the “Company”).

For your convenience, each staff comment
is presented below in italics, with the Company’s response immediately following in regular type.

 General

 1. Please file the License and Services Agreement dated October 27, 2014 between Ekso and OttoBock to which you refer in your
response letter. If this agreement has been previously filed, please tell us when and include this agreement in any future exhibit
index.

The Company has not previously filed the
License and Services Agreement between the Company and OttoBock Healthcare Product GmbH (“OttoBock”) dated October
27, 2014 (the “OttoBock Agreement”) because the Company does not deem it to be a material agreement as defined
in Item 601 of Regulation S-K under the Securities Act of 1933, as amended. Specifically, the Company does not believe that the
OttoBock Agreement is material to the Company because the license of intellectual property only permits OttoBock to practice the
Company’s patents and know-how in the limited field of medical prosthetics products which replace missing human limbs. The
Company has no intention of practicing in such field, and accordingly the exclusive out-license of intellectual property in such
field does not limit the Company’s ability to pursue its business plans and is therefore not material to the Company. Notwithstanding
the foregoing, in the event that the Company were to receive material compensation from OttoBock under the OttoBock Agreement,
the Company understands that the OttoBock Agreement would then be considered to be a material agreement and would be required to
be filed as an exhibit to its reports under the Securities Exchange Act of 1934, as amended. To date, the Company has not received
any royalties under the OttoBock Agreement. The only compensation that has been received by the Company under the OttoBock Agreement
consists of an exclusivity fee equal to $250,000 paid on the effective date of the OttoBock Agreement and an annual exclusivity
fee equal to $100,000 on each of the first and second anniversaries of the effective date. The Company is also entitled to an exclusivity
fee equal to $150,000 on each of the third and fourth anniversaries of the effective date of the OttoBock Agreement. In the event
that the Company begins receiving royalties under the Agreement, it will reevaluate the materiality of the OttoBock Agreement and
file it as an exhibit if it is determined to be a material agreement at that point. In addition, the Company agrees to annually
reevaluate the materiality of the OttoBock Agreement generally in light of any changes in the Company’s planned uses of its
intellectual property.

* * *

Securities and Exchange Commission

Division of Corporation Finance

January 6, 2017

Page 2

The Company acknowledges that it is responsible
for the adequacy and accuracy of its disclosure, notwithstanding any review, comments, action or absence of action by the staff.

Please feel free to contact the undersigned
at 707-324-9509 if you have any question relating to the Form 10-K or this letter.

    Sincerely,

    /s/ Max Scheder-Bieschin

    Max Scheder-Bieschin

 cc: Securities and Exchange Commission

Kathryn McHale

Jay Ingram

Ekso Bionics Holdings, Inc.

Thomas Looby

Nutter, McClennen & Fish,
LLP

Michelle L. Basil

Erin M. Anderman

December 13 , 2016

Via E -mail
Mr. Maximilian Scheder -Bieschin
Chief Financial Officer
Ekso Bionics Holdings, Inc.
1414 Harbour Way South, Suite 1201
Richmond, California 94804

Re: Ekso  Bionics Holdings, Inc.
Form 10 -K for the Fiscal Year Ended Dec. 31, 2015
Filed March 14, 2016
File No. 000 -55442

Dear Mr. Scheder -Bieschin :

We have reviewed  your November 29, 2016  response to our comment letter and have the
following comment.  Please respond within ten busine ss days by providing the requested
information or advis e us as soon as possible when you wil l respond.  If  you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

General

1. Please file the License and Services Agreement dated October 27, 2014 between Ekso
and OttoBock to which you refer in you r response letter.   If this agreement has been
previously filed, please tell us when and include this agreement in any future exhibit
index.

Pleas e contact Kate McHale, Staff Attorney  at (202) 551 -3464 or Jay Ingram  at (202)
551-3397 with any questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief

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November 28, 2016

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Terence O’Brien, Accounting Branch Chief

 Re: Ekso Bionics Holdings,
Inc.

Form
10-K for the Fiscal Year Ended Dec. 31, 2015

Filed
March 14, 2016

Form
10-Q for the Quarter Ended March 31, 2016

Filed
May 10, 2016

Definitive
Proxy on Schedule 14A

Filed
April 25, 2016

File
No. 000-55442

Ladies and Gentlemen:

We are in receipt of the comments of the
staff of the Securities and Exchange Commission (the “SEC”) provided by a letter dated November 18, 2016. The
comment letter relates to the above-referenced Form 10-K for the Fiscal Year Ended December 31, 2015 (the “10-K”),
Form 10-Q for the Quarter Ended March 31, 2016 (the “10-Q”) and Definitive Proxy Statement on Schedule 14A filed
April 25, 2016 (the “Proxy Statement”), in each case, as filed by Ekso Bionics Holdings, Inc. (the “Company”).

For your convenience, each staff comment
is presented below in italics, with the Company’s response immediately following in regular type.

Form 10-Q for the Quarter
Ended 3/31/2016

Notes to Condensed Consolidated
Financial Statements (unaudited), page 19

 1. We note from your first quarter results made available
on your investor relations website that you have sold 25 demonstration Ekso Aerial devices related to the industrial division.
This appears to be a transaction unrelated to existing segments. Please tell us how this transaction affected your 2016 first
quarter results.

During the quarter ended March 31, 2016,
the Company sold 25 Ekso Aerial devices at cost to one customer for the purpose of demonstrating their commercial viability (“demonstration
units”). As a result of the sale, the Company recorded $135,000 in revenue, which represented 1.68% of the Company’s
total revenue related to medical devices for the quarter ended March 31, 2016, and a 0% gross margin. Beginning with the Company’s
Form 10-Q for the Quarter Ended September 30, 2016, the Company is reporting Industrial Sales as a segment due to its growing materiality
and relevance.

Securities and Exchange Commission

Division of Corporation Finance

November 28, 2016

Page 2

10-K for year ended December 31, 2015

Intellectual Property Out-Licensing,
page 9

 2. Please describe, and include in future filings, the
nature of the licensing revenue you receive from Lockheed Martin Corporation and OttoBock Healthcare Product GmbH.

With respect to Lockheed Martin Corporation
(“Lockheed”), the Company receives revenue pursuant to the Government Field Cross License Agreement dated as
of July 1, 2013 between Ekso Bionics, Inc. and Lockheed and the Cross License Agreement dated as of July 1, 2013 between Ekso Bionics,
Inc. and Lockheed, and previously pursuant to a License Agreement dated January 8, 2009, which was terminated effected as of July
1, 2013. Pursuant to these agreements, the Company has licensed to Lockheed certain rights with respect to its anthropomorphic
exoskeleton technology for which Lockheed is obligated to pay Ekso Bionics, Inc. a royalty on sales of products incorporating such
technology. The payments are described as exclusivity, technology transfer, and license fees. Royalty fees from Lockheed were di
minimus for the years ended December 31, 2014 and 2015. Other revenue received from Lockheed in those years related to engineering
services.

With respect to OttoBock Healthcare Product
GmbH (“OttoBock”), the Company received exclusivity payments pursuant to the License and Services Agreement
dated October 27, 2014. The License and Services Agreement grants OttoBock exclusive rights in order to develop a semi active prosthetic
knee prototype for use in medical prosthetics and provides that OttoBock will pay the Company a royalty based on sales by OttoBock
of products incorporating the licensed technology. Royalty fees from Ottobock were $250,000 for the year ended December 31, 2014
and $100,000 for the year ended December 31, 2015.

Definitive Proxy on Schedule 14A

Equity Awards, page 18

 3. In future filings, please elaborate on the 2014 Equity
Incentive Plan and how the Compensation Committee grants awards. In addition, please tell us why you omitted the tabular disclosure
required by Item 402(d) of Regulation S-K for the option awards granted in 2015.

The Company confirms that it will provide
additional disclosure in future filings regarding the 2014 Equity Incentive Plan and how the Compensation Committee grants awards.

Securities and Exchange Commission

Division of Corporation Finance

November 28, 2016

Page 3

The Company omitted the tabular disclosure
required by Item 402(d) of Regulation S-K because it is an “emerging growth company” under the Jumpstart Our Business
Startups Act, and as such, elected to follow the scaled disclosure provisions under Section 102 thereof, which allow the Company
to comply with Item 402 by disclosing the same information as an issuer that is a “smaller reporting company.” A registrant
that qualifies as a “smaller reporting company,” may provide the scaled disclosure in paragraphs (m) through (r) instead
of paragraphs (a) through (k) and (s) of Item 402 of Regulation S-K.

* * *

The Company acknowledges that it is responsible
for the adequacy and accuracy of its disclosure, notwithstanding any review, comments, action or absence of action by the staff.

Please feel free to contact the undersigned
at 707-324-9509 if you have any question relating to the Form 10-K, 10-Q, Proxy Statement or this letter.

Sincerely,

/s/ Max Scheder-Bieschin

Max Scheder-Bieschin

 cc: Securities and Exchange Commission

Kathryn McHale

Jay Ingram

Ekso Bionics Holdings, Inc.

Thomas Looby

Nutter, McClennen & Fish,
LLP

Michelle L. Basil

Erin M. Anderman

Mail Stop 4631

November 18, 2016

Via E -mail
Mr. Maximilian Scheder -Bieschin
Chief Financial Officer
Ekso Bionics Holdings, Inc.
1414 Harbour Way South, Suite 1201
Richmond, California  94804

Re: Ekso Bionics Holdings, Inc.
 Form 10-K for the Fiscal Year Ended Dec. 31, 2015
Filed March 14, 2016
Form 10 -Q for the Quarter Ended March 31, 2016
Filed May 10, 2016
Definitive Proxy on Schedule 14A
Filed April 25, 2016
File No. 000 -55442

Dear Mr. Maximilian Scheder -Bieschin :

We have reviewed your filing an d 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 these co mments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewin g your response to these  comments, we may have  additional comments.

Form 10 -Q for the Quarter Ended 3/31/2016

Notes to Condensed Consolidated Financial Statements (unaudited), page 19

1. We note from your first quarter results made available o n your investor relations website
that you have sold 25 demonstration Ekso Aerial devices related to the industrial division.
This appears to be a transaction unrelated to existing segments. Please tell us how this
transaction affected your 2016 first quar ter results.

Mr. Maximilian Scheder -Bieschin
Ekso Bionics Holdings, Inc.
November 18, 2016
Page 2

 10-K for year ended December 31, 2015

Intellectual Property Out -Licensing, page 9

2. Please describe, and include in future filings, the nature of the licensing revenue you
receive from Lockheed Martin Corporation and OttoBock  Healthcare Product GmbH.

Definitive Proxy on Schedule 14A

Equity Awards, page 18

3. In future filings, please elaborate on the 2014 Equity Incentive Plan and how the
Compensation Committee grants awards.   In addition, please tell us why you omitted the
tabular disclosure required by Item 402(d) of Regulation S -K for the option awards
granted in 2015.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact me at (202) 551 -3355 if you have questions regarding comments on the
financial statements and relat ed matters.  Please contact Kathryn McHale  at (202) 551 -3464 or
Jay Ingram  at (202) 551 -3397  with any other questions.

Sincerely,

 /s/ Terence O ’Brien

Terence O’Brien
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

Ekso Bionics Holdings,
Inc.

1414 Harbour Way South,

Suite 1201

Richmond, CA 94804

July 7, 2015

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington D.C. 20549

    Attention:
    Pamela A. Long

    Edward M. Kelly

    Re:
    Ekso Bionics Holdings, Inc.

    Registration Statement on Form S-3

    Filed June 25, 2015

    File No. 333-205168

Ladies and Gentlemen:

Ekso Bionics Holdings, Inc. (the “Company”)
hereby requests acceleration of the effective date of its Registration Statement on Form S-3, File No. 333-201168, as amended,
to 4:45 p.m., Eastern Time, on Thursday, July 9, 2015, or as soon thereafter as practicable.

The Company hereby acknowledges its responsibilities
under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed
public offering of the securities specified in the above-referenced Registration Statement. In connection with the foregoing request
for acceleration of effectiveness, the Company hereby further acknowledges that:

 · should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the Commission 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 or 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 contact Michelle L. Basil of Nutter
McClennen & Fish LLP, counsel to the Company, at (617) 439-2477, as soon as the Registration Statement has been declared effective,
or if you have any other questions or concerns regarding this matter.

    Sincerely,

    By:
    /s/ Nathan Harding

    Name:
    Nathan Harding

    Title:
    Chief Executive Officer

    2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

        June 25 , 2015

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

 Re: Ekso Bionics Holdings, Inc.
  Registration Statement on Form S -3
  Filed June 25 , 2014
 File No. 333 -205168

Dear Mr. Harding :

 This is to advise you that we have not reviewed, and will not review, the registration
statement.

 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 that the Securities Act of 1933
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 that they have made.

 If you request acceleration of the effective date  of the pending registratio n 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 Commission 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.

Mr. Nathan Harding
Ekso Bionics Holdings, Inc.
June 25, 2015
Page 2

  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 thei r 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 registered securities.

 You may contact  Edward M. Kelly, Special Counsel  at (202) 551 -3728  with any
questions .

       Very truly yours,

       /s/ Craig S livka,  for

       Pamela A. Long
       Assistant Director

cc: Via E-mail
 Michelle L. Basil, Esq.
 Nutter, McClennen & Fish, LLP
 155 Seaport Boulevard
 Boston, MA 02210

CORRESP
1
filename1.htm

Michelle L. Basil

        Direct Line: (617) 439-2477

        Fax: (617) 310-9477

        E-mail:
        mbasil@nutter.com

November 10, 2014

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attn: Tiffany Piland Posil

Special Counsel - Office of Mergers and Acquisitions

 Re: Ekso Bionics Holdings, Inc.

Schedule TO-I

Filed October 23, 2014

File No. 005-88365

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 “Commission”) provided by a letter dated November 3, 2014. The comment letter relates
to the Company’s Tender Offer Statement on Schedule TO, File No. 005-88365 (the “Schedule TO”), filed
by the Company with the Commission on October 23, 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 Schedule TO. We have also filed with the Commission Amendment
No. 1 to the Schedule TO (the “Amended Schedule TO”).

Item 10. Financial Statements, page 2

1.           Please be mindful of the requirement to file an amendment
to the Schedule TO to update your financial statements prior to the expiration of the offer to include information through the
interim period ended September 30, 2014.

Nutter
McClennen & Fish LLP n
Attorneys at Law

Seaport West  n  155 Seaport Blvd.  n  Boston, MA 02210-2604  n  617-439-2000  n  Fax: 617-310-9000  n  www.nutter.com

Securities and Exchange Commission

Division of Corporation Finance

November 10, 2014

Page 2

Respectfully, the Company does not find
a requirement in the Securities Exchange Act of 1934 (the “Exchange Act”) or rules promulgated thereunder to
amend its Schedule TO to include interim financial statements filed after the filing of the Schedule TO. Nevertheless, in response
to the Staff’s comment, upon the filing of the Company’s Form 10-Q for the interim period ended September 30, 2014
(the “Form 10-Q”) on or about November 12, 2014, the Company will further amend the Amended Schedule TO to incorporate
the third quarter 2014 financial statements into Item 10 of the Schedule TO and to file the Form 10-Q as an exhibit to the Amended
Schedule TO. The Company also will mail a copy of the Form 10-Q to the holders of Original Warrants together with a supplemental
information letter, the form of which is filed as Exhibit (a)(1)(G) to the Amended Schedule TO (the “Supplemental Letter”).

2.           Please include all required financial information as
specified in Item 10 of Schedule TO and corresponding Item 1010 of Regulation M-A. In this regard, it does not appear that Item
1010(a)(3) has been included. Please revise or advise.

In response to the Staff’s comment, the Company will revise
the Schedule TO to include the financial information specified in Item 1010(a)(3).

Exhibit (a)(1)(B) - Offer to Amend and Exercise

General

3.           We note that the offer to amend and exercise is set
to expire at 5:00 p.m. Pacific Time on November 20, 2014. Accordingly, the offer is open for less than 20 full business days due
to the 8:00 p.m. Eastern Time expiration instead of an expiration time of midnight Eastern Time on the twentieth business day following
commencement. Refer to Exchange Act Rule 13e-4(a)(3). Please revise throughout your document as necessary, so that the offer will
be open at least through midnight Eastern Time on the twentieth business day.

In response to the Staff’s comment,
the Company will revise the Schedule TO to provide that all references to the Expiration Date of the Offer to Amend and Exercise
in the Schedule TO and exhibits thereto means 9:00 p.m. Pacific Time (midnight Eastern Time) on November 20, 2014, which change
will also be identified in the Supplemental Letter mailed to Original Warrant holders.

Section 6. Conditions to the Offer to Amend and Exercise,
page 31

4.           We note that a condition to the offer is the completion
of the Accredited Investor Questionnaire by the holders of Original Warrants. It appears, therefore, that the offer is limited
to persons who are accredited investors. Please provide an analysis as to how limiting the offer to persons who are accredited
investors complies with Exchange Act Rule 13e-4(f)(8)(i), which requires that the offer be open to all security holders.

Securities and Exchange Commission

Division of Corporation Finance

November 10, 2014

Page 3

The Company issued the Original Warrants
in private placement transactions, the closings of which occurred on January 15, 2014, January 29, 2014 and February 6, 2014, in
reliance on the exemption from registration provided by Rule 506(b) of Regulation D under the Securities Act of 1933 (the “Securities
Act”) inasmuch as these previous private placement transactions occurred without any form of general solicitation or
general advertising. The holders of the Original Warrants previously represented to the Company that they were “accredited
investors” in connection with the transactions in which such holders acquired the Original Warrants. As such, the Company
anticipates that the holders of the Original Warrants will continue to qualify as accredited investors, unless their status has
changed since their prior transactions with the Company in early 2014.

As discussed in response to Comment
6 below, the Company intends to rely on Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder
and will continue to require the holders of the Original Warrants to complete an accredited investor questionnaire, although the
holders will not be required to be accredited investors in order to participate in the Offer to Amend and Exercise. The Company
and its legal counsel will review accredited investor questionnaires as they are received through the Expiration Date. In the event
that the Company receives a completed accredited investor questionnaire from any holder of Original Warrants that desires to participate
in the Offer to Amend and Exercise indicating that such holder is no longer an accredited investor, the Company will, prior to
the Expiration Date, extend the Expiration Date of the Offer to Amend and Exercise and file as part of a subsequent amendment to
its Schedule TO and distribute to all holders of Original Warrants supplemental disclosure which includes all of the information
required by Rule 502 of Regulation D. In such a circumstance the Company will further extend the Expiration Date of the Offer to
Amend and Exercise to the extent required under the Securities Exchange Act of 1934 (the “Exchange Act”) and
the rules promulgated thereunder. See our response to Comment 9 regarding our procedures for extending the Expiration Date of the
Offer to Amend and Exercise.

5.           We
note your statement that the company “will not accept any Election to Consent, Participate and Exercise Warrant from
or on behalf of any Original Warrant holders if the Company determines that a valid securities exemption is not available
under the Securities Act.” This statement suggests that the offer is limited to holders of Original Warrants who are
accredited investors. However, it is possible that the current holders of Original Warrants may not consist entirely of
accredited investors. Please revise the offer document and accompanying transmittal materials to clarify that the offer is
not limited to accredited investors or advise consistent with our prior comment.

In response to the Staff’s comment,
the Company will revise the Schedule TO to clarify that while the Company requires that holders of Original Warrants complete an
accredited investor questionnaire, holders of Original Warrants will not be required to be accredited investors in order to participate
in the Offer to Amend and Exercise. This also will be clarified in the Supplemental Letter mailed to Original Warrant holders.

Securities and Exchange Commission

Division of Corporation Finance

November 10, 2014

Page 4

The Amended Schedule TO will also provide
that, in the event that the Company receives a completed accredited investor questionnaire from any holder of Original Warrants
that desires to participate in the Offer to Amend and Exercise indicating that such holder is no longer an accredited investor,
the Company will, prior to the Expiration Date (as the same may be extended by the Company in accordance with the Exchange Act
and the rules promulgated thereunder), file as part of a subsequent amendment to its Schedule TO and distribute to all holders
of Original Warrants supplemental disclosure which includes all of the information required by Rule 502 of Regulation D. In such
a circumstance, the Company will extend the Expiration Date of the Offer to Amend and Exercise to the extent required under the
Exchange Act and the rules promulgated thereunder. See our response to Comment 9 regarding our procedures for extending the Expiration
Date of the Offer to Amend and Exercise.

6.           Assuming the offer is open to all holders as required
by Rule 13e-4(f)(8)(i), please advise us of the exemption from registration upon which you are relying and indicate how you intend
to comply with the provisions of any such exemption.

The Company intends to rely on Section 4(a)(2)
of the Securities Act, and Rule 506(b) promulgated thereunder, as an exemption for its offer to amend the Original Warrants. The
Company has implemented the Offer to Amend and Exercise without any form of general solicitation or general advertising. Additionally,
as provided in the Schedule TO, the Company will continue to require the holders of Original Warrants to complete an accredited
investor questionnaire, although the holders will not be required to be an accredited investor in order to participate in the Offer
to Amend and Exercise.

The Company and its legal counsel will review
accredited investor questionnaires as they are received through the Expiration Date. As provided in response to Comments 4 and
5 above, in the event that the Company receives a completed accredited investor questionnaire from any holder of Original Warrants
that desires to participate in the Offer to Amend and Exercise indicating that such holder is no longer an accredited investor,
the Company will, prior to the Expiration Date, file as part of a subsequent amendment to its Schedule TO and distribute to all
holders of Original Warrants supplemental disclosure which includes all of the information required by Rule 502 of Regulation D,
thereby satisfying the requirements of Rule 506(b) in the event any of the eligible warrant holders have ceased to be accredited
investors within the meaning of Rule 501 under Regulation D. In the event that the Company distributes such supplemental
disclosure it will extend the Expiration Date of the Offer to Amend and Exercise to the extent required under the Exchange Act
and the rules promulgated thereunder. See our response to Comment 9 regarding our procedures for extending the Expiration Date
of the Offer to Amend and Exercise.

As stated above, based on their prior representations,
the Company anticipates that each of the holders of the Original Warrants are accredited investors, and that the Offer to Amended
and Exercise will qualify for an exemption from registration under Section 4(a)(2) of the Securities Act, and Rule 506(b) of Regulation
D promulgated thereunder.

7.           Please supplementally advise us of whether the composition
of warrant holders (number and accredited status) is approximately the same as at the time of the original issuance and if not,
how the composition of warrant holders has changed.

Securities and Exchange Commission

Division of Corporation Finance

November 10, 2014

Page 5

The composition of holders of Original Warrants
in terms of numbers is approximately the same as at the time of the original issuance. Specifically, of the 210 unique holders
of Original Warrants, all of whom previously represented to the Company that they were “accredited investors” in connection
with the 2014 transactions in which such holders acquired the Original Warrants, five holders of Original Warrants have transferred
their Original Warrants in private transactions as of the date of this letter, and several of the transferees in such private transactions
were affiliates of the transferring holders. Based on their representations of accredited investor status within the last year,
the Company anticipates that each holder of Original Warrants remains an accredited investor.

8.           We note your disclosure that “we are not making
this Offer to Amend and Exercise to, nor will we accept any Election to Consent, Participate and Exercise Warrant from or on behalf
of, Original Warrant holders in any jurisdiction in which the Offer to Amend and Exercise or the exercise of the Amended Warrants
would not be in compliance with the laws of such jurisdiction.” Please explain to us how limiting participation in this manner
is consistent with Rule 13e-4(f)(8)(i). If the company is attempting to rely on Exchange Act Rule 13e-4(f)(9)(ii), we note that
Rule 13e-4(f)(9)(ii) is restricted to state law, and that the disclosure does not appear to track the language of that rule. For
guidance, refer to Exchange Act Release No. 34-58597, Section II.G.1 (September 19, 2008).

The Company hereby confirms that by “any
jurisdiction” it is referring to restrictions under state law as provided under Rule 13e-4(f)(9)(ii). The Company has revised
the Schedule TO accordingly.

Section 7. Extension of Offer to Amend and Exercise Period,
page 31

9.           Please
disclose how the offer could be extended as required by Item 1004(a)(1)(v) of Regulation M-A. In that regard, please address the
timing of any notice of an extension. Refer to Exchange Act Rule 14e-1(d).

In response to the Staff’s
comment, the Company will revise the Schedule TO to specify the timing of any notice of an extension consistent with Exchange Act
Rule 14d-1(d), which information will also be included in the Supplemental Letter mailed to Original Warrant holders.

* * *

The Company acknowledges that it is responsible
for the adequacy and accuracy of the disclosure in the Schedule TO, that staff comments or changes to disclosure in response to
staff comments do not foreclose the Commission from taking any action with respect to the Schedule TO, and that the Company may
not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Please feel free to contact the undersigned
at 617-439-2477 if you have any question relating to the Schedule TO or this letter.

Securities and Exchange Commission

Division of Corporation Finance

November 10, 2014

Page 6

    Sincerely,

    /s/ Michelle L. Basil

    Michelle L. Basil

 cc: Securities and Exchange Commission

  Mellissa Campbell Duru, Special Counsel

  Ekso Bionics Holdings, Inc.

  Nathan Harding

  Max Scheder-Bieschin

  Nutter, McClennen & Fish, LLP

  Thomas V. Powers

November 3 , 2014

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

Re: Ekso Bionics Holdings, Inc.
Schedule TO -I
Filed October 23, 2014
File No. 005-88365

Dear Mr. Harding :

We have limited our review of the filing to those issues we have addressed in our
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand the disclosure.

Please respond to this letter by amending the filing, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to the facts and circ umstances or do not believe an amendment is
appropriate, please tell us why in your response.

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

Schedule TO

Item 10 . Financial Statements , page 2

1. Please be mindful of the requirement to file an amendment to the Schedule TO to update
your financial statements prior to the expiration of the offer to include information
through the interim period ended September 30, 2014 .

2. Please include all required financial information as specified in Item 10 of Schedule TO
and corresponding Item 1010 of Regulation M -A.  In this regard, it does not appear that
Item 1010(a)(3) has been included.   Please revise or advise.

Mr. Nathan Harding
Ekso Bionics Holdings, Inc.
November 3 , 2014
Page 2

 Exhibit (a)(1)(B)  - Offer to Amend and Exercise

General

3. We note that the offer to amend and exercise is set to expire at 5:00 p.m. Pacific Time on
November 20, 2014.  Accordingly, the offer is open for less than 20 full business days
due to the 8:00 p.m. Eastern Time expiration instead of an expiration time of midnight
Eastern Time on the twentieth business day following commencement.  Refer to
Exchange Act Rule 13e -4(a)(3).  Please revise throughout your document as necessary,
so that the offer will be open at least through midnight Eastern Time on the twentieth
business day.

Section 6. Conditions to the Offer to Amend and Exercise, page 31

4. We note that a condition to  the offer is the completion of the Accredited Investor
Questionnaire  by the holders of Original Warrants .  It appears, therefore, that the offer is
limited to persons who are accredited investors.  Please provide an analysis as to how
limiting the offer t o persons who are accredited investors complies with Exchange Act
Rule 13e -4(f)(8)(i), which requires that the offer be open to all security holders.

5. We note your statement that the company “ will not accept any Election to Consent,
Participate and Exerc ise Warrant from or on behalf of any Original Warrant holders if the
Company determines that a valid securities exemption is not available under the
Securities Act.”  This statement suggests that the offer is  limited to holders of Original
Warrants who are accredited investors .  However, it is possible that the current holders of
Original Warrants may not consist entirely of accredited investors.  Please revise the offer
document and accompanying transmittal materials to clarify that the offer is not limite d
to accredited investors  or advise consistent with our prior comment.

6. Assuming the offer is open to all holders as required by Rule 13e -4(f)(8)(i) , please advise
us of the exemption from registration upon which you are relying  and indicate how you
intend to comply with the provisions of any such exemption.

7. Please s upplementally advise us of whether the composition of warrant  holders (number
and accredited status) is approximately the same as at the time of the original issuance
and if not, how the co mposition of warrant  holders has changed.

8. We note your disclosure that “we are not making this Offer to Amend and Exercise to,
nor will we accept any Election to Consent, Participate and Exercise Warrant from or on
behalf of, Original Warrant holders in  any jurisdiction in which the Offer to Amend and
Exercise or the exercise of the Amended Warrants would not be in compliance with the
laws of such jurisdiction .”  Please explain to us how limiting participation in this manner
is consistent with Rule 13e -4(f)(8)(i).  If the company is  attempting to rely on Exchange
Act Rule 13e -4(f)(9)(ii), we note that Rule 13e -4(f)(9)(ii) is restricted to state law, and

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

 that th e disclosure does not appear to track the language of that rule.  For guidance, refer
to Exchange Act Release No. 34 -58597, Section II.G.1 (September 19, 2008).

Section 7. Extension of Offer to Amend and Exercise Period, page 31

9. Please disclose how the o ffer could be extended as required by Item 1004(a) (1)(v) of
Regulation M -A.  In that regard, please address the timing of any notice of an extension.
Refer to Exchange Act Rule 14e -1(d).

We urge all persons who are responsible for the accuracy and ad equacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating t o a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

Please contact me at (202) 551 -3589 or Mellissa Campbell Duru , Special Counsel, at
(202) 551 -3757 if you have any questions re garding our comments.

Sincerely,

 /s/ Tiffany Piland Posil

Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions

cc: Via E -mail
 Michelle L. Basil, Esq.
 Nutter, McClennen & Fish, LLP

July 21, 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.
 Form 8-K
Filed January 23, 2014
File No. 333-181229

Dear Mr. Harding :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the  Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Michelle L. Basil ( via e -mail)
 Nutter McClennen & Fish LLP

CORRESP
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filename1.htm

June 19, 2014

Via EDGAR Transmission

  United States Securities and Exchange Commission

  Division of Corporate Finance

  Washington, D.C. 20549

  Attn: Mr. Jay Ingram, Legal Branch Chief

    Re:
    Ekso Bionics Holdings, Inc.

    Registration Statement on Form S-1 (File No. 333-195783)

    Request
    for Acceleration

Ladies and Gentlemen:

Ekso Bionics Holdings, Inc., hereby requests
that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement under
Rule 461 of the Securities Act of 1933, as amended, and declare the Registration Statement effective at 12:00 noon, Eastern Daylight
Time, on Friday, June 20, 2014, or as soon thereafter as is practicable.

In making this request, the Company acknowledges
that:

 · Should the Commission or the staff of
the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission 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 the declaration
of effectiveness as a defense in any proceedings initiated by the Commission or any person under the federal securities laws of
the United States.

Very truly yours,

Ekso Bionics Holdings, Inc.

    By:
       /s/ Max Scheder-Bieschin

    Name:  Max Scheder-Bieschin

    Title:  Chief Financial Officer

    cc:
    Kamyar Daneshvar, Staff Attorney

    Securities and Exchange Commission

{00155562.1
/ 1034-001}

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

CORRESP
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April 21, 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 March 31, 2014

File No. 333-181229

Ladies and Gentleman,

Set forth below is the response of Ekso Bionics Holdings, Inc.
(the “Company”) to the comments of the staff of the Securities and Exchange Commission (the “SEC”) provided
by a letter dated April 8, 2014. The comment letter relates to the Company’s Form 8-K filed January 31, 2014 (the “Form
8-K”).

For ease of reference, 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. We are in receipt of your request for confidential treatment in connection with Exhibits 10.25, 10.26 and 10.27. Comments,
if any, will be issued in a separate letter.

The Company acknowledges the staff’s comment.

Consolidated Balance Sheets, page F-3

 2. Tell us and disclose the nature of the security issuance costs that you have recorded on the balance sheet. We note at December
31, 2013 this balance represents approximately 14% of total assets and increased $938,000 from December 31, 2012 to December 31,
2013. Tell us and disclose your basis for capitalization and method of amortization as well as how you assess the asset for recoverability.

The security issuance costs relate to expenses associated with
the Company’s PPO which closed in the first quarter of 2014 and in which the Company raised gross proceeds of $30.3 million,
including the conversion of $5.0 million in 2013 Bridge Notes. Please see Footnote 18 – Subsequent Events of the financial
statements contained in the Form 8-K for more detail concerning the Merger and PPO. In accordance with Staff Accounting Bulletin
Topic 5A, we deferred specific incremental costs associated with the PPO. These security issuance costs were offset to our Additional
Paid-in Capital at the time the PPO was completed and will be incorporated as such in our financial statements and footnotes with
the Company’s upcoming Quarterly Report on Form 10-Q for the period ended March 31, 2014.

If you have any questions regarding the above, please do not
hesitate to contact our counsel, Michelle Basil of Nutter, McClennen & Fish, at (617) 439-2477.

Thank you,

/s/ Max Scheder-Bieschin

Max Scheder-Bieschin

Chief Financial Officer

 Cc: Nathan Harding

Chief Executive Officer

Michelle Basil

Nutter, McClennen & Fish

Erin Anderman

Nutter, McClennen & Fish

April 8, 201 4

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.
 Amendment No. 2 to Form 8-K
Filed March 31, 2014
File No. 333-181229

Dear Mr. Harding :

We have reviewed your amended filing an d have the following comments.

General

1. We are in receipt of your request for confidential treatment in connection with Exhibit s
10.25, 10.26 and 10.27.  Comments, if any, will be issued in a separate letter.

Consolidated Balance Sheets, page F -3

2. Tell us and disclose the nature of the security issuance costs that you have recorded on
the balance sheet.  We note at December 31, 2013 this balance represents approximately
14% of total assets and increased $938,000 from December 31, 2012 to December 31,
2013.  Tell us and disclose your basis for capitalization and method of amortization as
well as how you ass ess the asset for recoverability.

You may contact Jenn Do , Staff Accountant, at (202) 551 -3743 or Melissa Rocha , Senior
Assistant Chief Accountant , at (202) 551 -3854  if you have questions regarding comments on the
financial statements and re lated matters.   Please contact Kamyar Daneshvar, Staff Attor ney, at
(202) 551 -3787  or me at (202) 551 -3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief
cc: Michelle L. Basil  (via e -mail)

CORRESP
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        Ekso Bionics Holdings, Inc.

        Ekso Bionics, Inc.

        1414 Harbour Way South

        Suite 1201

        Richmond, CA 94804

March 13, 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:

This letter is provided as a supplement
to the letter dated March 5, 2014 from Nutter, McClennen & Fish, LLP, counsel to Ekso Bionics Holdings, Inc. (the “Company”),
responding to the comments of the staff of the Securities and Exchange Commission (the “Commission”) provided
by a letter dated February 19, 2014 related to the Company’s Form 8-K filed January 23, 2014 (the “Form 8-K”).
The Company acknowledges that it is responsible for the adequacy and accuracy of the disclosure in the Form 8-K, that staff comments
or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the
Form 8-K, and that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

Please feel free to contact the undersigned
at (707) 324-9509 if you have any questions relating to the Form 8-K or this letter.

        Sincerely,

        /s/ Max Scheder-Bieschin

        Max Scheder-Bieschin

    cc:
    Kamyar Daneshvar, Securities and Exchange Commission

    Nathan Harding, Ekso Bionics Holdings, Inc.

    Michelle L. Basil, Nutter, McClennen & Fish, LLP

CORRESP
1
filename1.htm

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

February 19 , 201 4

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.
 Form 8-K
Filed January 23, 2014
File No. 333-181229

Dear Mr. Harding :

We have reviewed your filing an d 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 within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and  circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

Form 8 -K filed January 23, 2014

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 fo r 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 necessar y 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.

Nathan Harding
Ekso Bionics Holdings, Inc.
February 19 , 2014
Page 2

 Item 2.01 Completion of Acquisition or Disposi tion 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.  Pl ease 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 sup plier as an exhibit to the Form 8 -K.  Refer to Item 601(b)(10) of Regulation S -
K.

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.

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
Bion ics 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 Technology, page 13

5. We note your disclosure on page 14 regarding “the potential to gene rate 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.

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

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.

Nathan Harding
Ekso Bionics Holdings, Inc.
February 19 , 2014
Page 3

 Potential Market for our Medical Products, page 16

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

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.

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

10. Regarding your contract with USSOCOM awarded in December 2 013.  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 investor s, 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.

Financial Condition, Liquidi ty 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.

12. Your liquidity discussion does not provide detailed explanations of the reasons for
changes in operating cash flows.  Please revise to disclose the r easons for the changes in
operating assets and liabilities, specifically addressing the significant increases in
customer advances and deferred revenues as this change has had a material impact on
your operating cash flows.

Security Ownership of Certain B eneficial Owners and Management, page 49

13. Please identify the natural person or persons who exercise the sole or shared voting
and/or dispositive powers with respect to the shares held by CNI Commercial LLC.

Nathan Harding
Ekso Bionics Holdings, Inc.
February 19 , 2014
Page 4

 Directors, Executive Officers, Promoters and Co ntrol Persons, page 51

Directors, page 52

14. Please revise your disclosure for each of your directors to briefly discuss the specific
experience, qualifications, attributes or skills that led to the conclusion that each should
serve as a director in light o f your business and structure.  Refer to Item 401(e) of
Regulation S -K.

15. Please revise your disclosure to provide a chronological history of Mr. Peurach’s
principal occupation and employment history over the past 5 years.  Your current
disclosure does not specify time periods.

Director Compensation, page 61

16. We note your disclosure that option awards with a value of $48,698 were granted to
Daniel Boren in 2013.  Please include a narrative description of Mr. Boren’s
compensation explaining the differences i n compensation between Mr . Boren and the
other directors  who do not appear to have received any  compensation in 2013 from Ekso
Bionics, or please advise.  See Item 402(r)(3)(ii) of Regulation S -K.

Certain Relationships and Related Transactions, page 62

17. We note your disclosure on page F -25 that a “relative of one of the Company’s officers
invested $121,546 in the Company’s convertible debt bridge loans.”  This transaction
does not appear to be discussed on pages 62 -63.  Please advise.

Indemnification of Directors and Officers, page 68

18. We note your disclosure on page 69 that you “intend to enter into an Indemnification
Agreement with each of [y]our directors . . . .”  Please confirm that you will file a form of
your director Indemnification Agreement as a n exhibit with your amended Form 8 -K or
with your next periodic report, as applicable.

Item 3.02 Unregistered Sales of Equity Securities, page 69

Shares Issued in Connection with the Merger, page 69

19. Please indicate the section of the Securities Act or t he rule of the Commission under
which exemption from registration was claimed in connection with the issuance of
250,000 shares of common stock issued to a consultant, and state briefly the facts relied
upon to make the exemption available.  See Item 701(c ) of Regulation S -K.

Nathan Harding
Ekso Bionics Holdings, Inc.
February 19 , 2014
Page 5

 Consolidated Statements of Operations, page F -4

20. Please revise your historical statements of operations to provide historical basic and
diluted per share data on the face thereof.

2. Summary of Significant Accounting Policies and E stimates, page F -9

21. We note your Comprehensive Income/(Loss) accounting policy on page F -17 where you
disclose that comprehensive loss “was comprised solely of the Company’s consolidated
net loss.”  Please tell us how you considered the growing operations in foreign countries
and the related foreign currency translation adjustments when presenting comprehensive
income/(loss) in accordance with ASC 220.

3. Fair Value Measurements, page F -18

22. We note your changes in value of the Level 3 liabilities of $738,1 14 at December 31,
2012 does not agree to the amount of total Level 3 liabilities at December 31, 2013
($4,092,135) in the table showing assets and liabilities measured on a recurring basis.
Please reconcile this difference and/or revise accordingly.

Unaudited Pro Forma Consolidated Financial Statements

Note 2 – Pro Forma Presentation, page 7

23. You disclose on page 9 that “The estimated fair value of $92,800 for the warrants to
purchase 225,000 shares of common stock issued to a prior lender as an acco mmodation
related to the Merger has not been reflected in the pro forma statements of operations
because the amount is directly related to the Merger and is non -recurring.”  It is unclear
why the value of these warrants have not been reflected in the pro f orma financial
statements when you state that the issuance was related to the merger.  Please clarify why
this issuance was not included and how your presentation complies with Article 11.

We urge all persons who are responsible for the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange 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 t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

Nathan Harding
Ekso Bionics Holdings, Inc.
February 19 , 2014
Page 6

  staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact Jenn Do , Staff Accountant, at (202) 551 -3743 or Melissa Rocha , Senior
Assistant Chief Accountant , at (202) 551 -3854  if you have questions regarding comments on the
financial statements and re lated matters.  Please contact Kamyar Daneshvar, Staff Attor ney, at
(202) 551 -3787  or me at (202) 551 -3397 with any other questions.

Sincerely,

 /s/ Jay Ingram

Jay Ingram
Legal Branch Chief

cc: Michelle L. Basil  (via e -mail)
 Nutter McClennen & Fish LLP

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                                PN MED GROUP INC.
                           San Isidro 250, depot 618,
                             Santiago, Chile 8240400
                               Tel: 569-659-22350
                                Fax: 775-981-9001
                           Email: pnmedgroup@gmail.com
--------------------------------------------------------------------------------

                                                                  August 6, 2012

Mr. H. Roger Schwall, Assistant Director
U.S. Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, D.C. 20549

Re: PN Med Group Inc.
    Amendment No. 4 to Registration Statement on Form S-1
    Filed July 11, 2012
    File No. 333-181229

Dear Mr. Schwall:

This letter shall serve as the request of PN Med Group Inc., pursuant to Rule
461, to accelerate the effectiveness of the above-referenced Registration
Statement to Monday, August 6, 2012, 4:30PM EST, or the soonest practicable date
thereafter.

The Company further acknowledges the following:

     *    Should the Commission or the staff, acting pursuant to delegated
          authority, declare the filing effective, it does not foreclose the
          Commission 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.

Sincerely,

/s/ Pedro Perez Niklitschek
-------------------------------------
Pedro Niklitschek
President & Director
</TEXT>
</DOCUMENT>

July 18, 2012

Via E-mail
Pedro Perez Niklitschek President PN Med Group Inc. San Isidro 250, depot 618, Santiago, Chile 8240400
Re: PN Med Group Inc.
  Amendment No. 4 to Registra tion Statement on Form S-1
Filed July 11, 2012
  File No. 333-181229

Dear Mr. Niklitschek:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Use of Proceeds, page 9

1. We note your response to comment 1 in our lett er dated July 9, 2012, and we reissue, in
part, the comment.  We note that you will a llocate $10,000 to legal and professional fees
in all of your scenarios and your  disclosure on page 10 that if you are unable to raise at
least $25,000 you will allocate your proceeds as  described in the $25,000 scenario.
However, it remains unclear how you intend to  use any additional proceeds if you raise
less than $25,000.  Please your use of proceeds section and your plan of operations to
state, if true, that once you have paid your legal and professional fees of $25,000, you
will allocate your proceeds pr oportionally to the other uses described in your $25,000
scenario.

Pedro Perez Niklitschek
PN Med Group Inc. July 18, 2012 Page 2
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact James Giug liano at (202) 551-3319 or Br ian Bhandari at (202) 551-
3390 if you have questions regarding comments on th e financial statements and related matters.
Please contact Adam F. Turk at (202) 551-3657 or Pamela Howell at (202) 551-3357 with any
other questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director

July 9, 2012

Via Email
Pedro Perez Niklitschek President PN Med Group Inc. San Isidro 250, depot 618 Santiago, Chile 8240400
Re: PN Med Group Inc.
  Amendment No. 3 to Registra tion Statement on Form S-1
Filed July 2, 2012
  File No. 333-181229

Dear Mr. Niklitschek:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
Use of Proceeds, page 9

1. We note your response to comment 2 in our lett er dated June 25, 2012, and we reissue, in
part, the comment.   We continue to note that  you will allocate your proceeds pro rata to
the uses described in each of the scenarios de scribed in the Use of Proceeds table.  As
written, this disclosure remains inconsistent  with the remainder of your use of proceeds
section because it appears that  you have allocated a fixed am ount to pay for legal and
professional fees as well as advertising expens es.  Please revise to clarify your disclosure
or remove the reference to the pro rata use of proceeds in each offering scenario.  Given
that you intend to implement your plan of opera tions regardless of the funds raised in the
offering, please describe how your proceeds will be allocated if you raise less than
$25,000.

Pedro Perez Niklitschek
PN Med Group Inc. July 9, 2012 Page 2
 2. We note your response to comment 3 in our le tter dated June 25, 2012, and we reissue the
comment.  Despite your response, we con tinue to note your st atement under the $25,000
category that your car column will include car rental and purchase based on the sale of
25%, 50%, 75% and 100% of th e securities offered by the Company.  Please advise or
revise.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Pedro Perez Niklitschek
PN Med Group Inc. July 9, 2012 Page 3
 You may contact James Giug liano at (202) 551-3319 or Br ian Bhandari at (202) 551-
3390 if you have questions regarding comments on th e financial statements and related matters.
Please contact Adam F. Turk at (202) 551-3657 or Pamela Howell at (202) 551-3357 with any
other questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director

June 25, 2012

Via Email
Pedro Perez Niklitschek President PN Med Group Inc. San Isidro 250, depot 618 Santiago, Chile 8240400
Re: PN Med Group Inc.
  Amendment No. 2 to Registra tion Statement on Form S-1
Filed June 15, 2012
  File No. 333-181229

Dear Mr. Niklitschek:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
Prospectus Cover Page

1. We note your response to comment 1 from our letter dated June 13, 2012, and we reissue,
in part, the comment.  Please disclose the dur ation of the offering on the cover page.  See
Item 501(b)(8)(iii) of Regulation S-K.
Use of Proceeds, page 9
2. We note your response to comment 4 in our le tter dated June 13, 2012 and that you will
allocate your proceeds pro rata to the uses described in each of the scenarios described in the Use of Proceeds table.  As written, this di sclosure is inconsistent with the remainder
of your use of proceeds secti on because it appears that you have allocated a fixed amount
to page for legal and professional fees as we ll as advertising expenses.  Please revise to
clarify, if true, that, regardle ss of the amount of funds which are raised, you will initially

Pedro Perez Niklitschek
PN Med Group Inc. June 25, 2012 Page 2
 seek to use the proceeds of the offering to cover your legal and pr ofessional fees of
$10,000, and describe order in which you intend to allocate the remaining proceeds once your legal and professional fees have been pa id.  Please ensure that  these revisions are
consistent with your disclosure on page 10 that if you raise less than $25,000 you will
allocate our proceeds pro rata to the uses described in the $25,000 scenario.
3. We note your response to comment 5 in our  letter dated June 13, 2012.  Certain
statements in your use of proceeds section re main unclear.  In particular, we note your
statement under the $25,000 category that your car column will include car rental and purchase based on the sale of 25%, 50%, 75% and 100% of our securities offered by the
Company.  Please revise to state the amount of proceeds you intend to use to acquire a
car if you raise $25,000 in the offering.
Plan of Operation, page 12

4. We reissue comment 9 from our letter date d June 13, 2012.  Please revise your plan of
operation to include Mr. Niklitschek’s driving expenses.  Your plan of operations should
discuss all the expenses associated with the business plan to commence operations, not
just those that would be provided for from th e proceeds of the offering.  Please revise the
plan of operations accordingly.
5. We note your response to comment 7 in our  letter dated June 13, 2012 and that you
require a minimum of $35,000 for the next twel ve months as described in your plan of
operations.  Please revise this section to clar ify whether you will stil l seek to implement
your plan of operations even if you raise less than $35,000.
Results of Operations, page 14
6. We note your response to comment 8 from our  letter dated June 13, 2012, and we reissue
the comment.  Your disclosure on page 14 wh ich states that Kangtai Medical Devices Co
will act as your exclusive di stributor of manufacturer's medical devices throughout the
territory of Chile remains inconsistent with  your disclosure elsewh ere and your plan of
operations.  Please revise to describe your relationship with Kangtai consistently
throughout your prospectus.
Certain Relationships and Re lated Transactions, page 22
7. We note your response to comment 11 from our letter dated June 13, 2012, and we
reissue the comment.  We continue to be unabl e to locate the revisi ons described in your
response to the comment.  Please provide th e information required by Item 404(a) of
Regulation S-K within this section.  In your re visions, please be sure  to also include a
description of all related part y transactions including your office and storage space which
is provided free of char ge by your director.

Pedro Perez Niklitschek
PN Med Group Inc. June 25, 2012 Page 3
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact James Giug liano at (202) 551-3319 or Br ian Bhandari at (202) 551-
3390 if you have questions regarding comments on th e financial statements and related matters.
Please contact Adam F. Turk at (202) 551-3657 or Pamela Howell at (202) 551-3357 with any
other questions.
Sincerely,
   /s/ Brigitte Lippmann   for
John Reynolds Assistant Director

June 13, 2012

Via Email
Pedro Perez Niklitschek President PN Med Group Inc. San Isidro 250, depot 618, Santiago, Chile 8240400
Re: PN Med Group Inc.
  Amendment No. 1 to Registra tion Statement on Form S-1
Filed June 4, 2012
  File No. 333-181229

Dear Mr. Niklitschek:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
Prospectus Cover Page

1. We reissue comment 4 from our letter da ted May 23, 2012.  Please disclose the duration
of the offering on the cover page.  See Item 501( b)(8)(iii) of Regulation S-K.  In addition,
we note the disclosure on page four that the duration of the offering is the earlier of the
date when you sell all of the shares in this offering or the board determines to terminate
the offering.  Such indeterminate duration is inconsistent with Rule 415(a)(2) of
Regulation C.  Please revise  the duration accordingly.  Please provide revisions which are
responsive to our comment.

Pedro Perez Niklitschek
PN Med Group Inc. June 13, 2012 Page 2
 Prospectus Summary, page 3

2. We note your response to comment 10 in our  letter dated May 23, 2012, and we reissue
the comment.  To this extent, we note your reference within this section and on page 13
to your “clients.”  Since you currently have no clients, please remove these references
from your document or qualify such references by  noting that these are potential clients.
Risk Factors, page 5
3. We note your response to comment 9 in our letter dated May 23, 2012 and that you have
deleted the referenced risk f actors.  Given that you have no revenues, limited assets, and
your registered certified public accountants ha ve issued an opinion expressing substantial
doubt about your ability to continue as a going concern, it appears that your limited
operations and the likelihood that you will incu r losses for the foreseeable future still
represent material risks to  investors.  Without refe rring to your business as a
transportation company, please include a risk fa ctor which discusses these risks as they
apply to your business.
Use of Proceeds, page 9
4. We reissue comment 14 from our letter dated May 23, 2012.  Please revise to describe the
order or priority for your various uses of pr oceeds in each of the offering scenarios.  We
also note your statement on page 3 that if  you raise less than 25% of the offering, you
will spend your proceeds as described in the $25,000 scenario.  Please clarify whether
you will allocate your proceeds pr o rata to the uses described in the $25,000 or whether
you will seek to make certain expenditures before others.
5. Please reconcile the disclosure in the narrative following the use of proceeds table with
the information in the table.  For inst ance, you state on page 10 that if you raise
$100,000, the order supplies and equipment expe nses will increase to $50,000.  However,
the table reflects an allocation of $62,000 at this level of proc eeds.  Similarly, we note the
inconsistency between the table and the di sclosure for the web development at the
$50,000 level of proceeds.
Management’s Discussion and Analysis  or Plan of Operation, page 12
Plan of Operation, page 12
6. Please revise this section for consistency w ithin this section a nd with your Use of
Proceeds section.  For example, the disclosu re on page 13 regarding establishing an
office is not consistent with the table on page  12 or the use of proceeds table.  Please
revise these sections for consistency or revi se your plan of operations to describe the
specifics of what you intend to do wi th the additional funds raised.

Pedro Perez Niklitschek
PN Med Group Inc. June 13, 2012 Page 3
 7. We note your response to comment 18 in our letter dated May 23, 2012.  Given that you
are substantially dependent upon raising funds in this offering, please revise to explain
how you intend to meet each of your milest ones if you cannot raise adequate funding.
8. Please reconcile the disclosure on page 14 that  Kangtai is our excl usive distributor of
medical devices, with the agreement filed as  exhibit 10.1, which reflects that PN Med
Group is the distributor.
Description of Business, page 17

9. We reissue comment 21 in our letter dated May 23, 2012.  We note your disclosure in
this section that you intend to pay Mr. Ni klitschek $0.25 per kilometer driven in the
delivery of your products.  Please revise your pl an of operation to include this expense.
Please note that the plan of operations should discuss all the expenses associated with the
business plan to commence operations, not just those that would be provided for from the
proceeds of the offering.  Please revise  the plan of operations accordingly.
10. We reissue comment 23 in our letter date d May 23, 2012.  We continue to note the
statement on page 20 that you do not have a ny employees.  Please reconcile with the
disclosure on page 28 rega rding your executive officers.
Certain Relationships and Re lated Transactions, page 22
11. We note your response to comment 2 in our le tter dated May 23, 2012 and we reissue the
comment.  We are currently unable to locate the revisions referenced in your response.
Please provide the information required by It em 404(a) of Regulation S-K or tell us
where such information is provided in your document.

Please supplementally provide us with any written materials that you or anyone
authorized to do so on your behalf provide in re liance on Section 5(d) of the Securities Act to
potential investors that are qualified institutiona l buyers or institutional accredited investors.
Similarly, please supplementally provide us w ith any research reports about you that are
published or distributed in reliance upon Secti on 2(a)(3) of the Securi ties Act of 1933 added by
Section 105(a) of the Jumpstart Our Business Startups Act by a ny broker or dealer that is
participating or will participate in your offering.
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Pedro Perez Niklitschek
PN Med Group Inc. June 13, 2012 Page 4
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact James Giug liano at (202) 551-3319 or Br ian Bhandari at (202) 551-
3390 if you have questions regarding comments on th e financial statements and related matters.
Please contact Adam F. Turk at (202) 551-3657 or Pamela Howell at (202) 551-3357 with any
other questions.
Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director

May 23, 2012
 Via Email

Pedro Perez Niklitschek President PN Med Group Inc. San Isidro 250, depot 618, Santiago, Chile 8240400
Re: PN Med Group Inc.
  Registration Statement on Form S-1
Filed May 8, 2012
  File No. 333-181229

Dear Mr. Niklitschek:
 We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
General

1. Since you appear to qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act, pleas e disclose on your prospectus cover page  that
you are an emerging growth company and revise your prospectus to:
 Describe how and when a company may lose emerging growth company status;
 Briefly describe the various exemptions that  are available to you, such as exemptions
from Section 404(b) of the Sarbanes-Oxl ey Act of 2002 and Section 14A(a) and (b)
of the Securities Exchange Act of 1934; and
 State your election under Sec tion 107(b) of the JOBS Act:

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 2
 o If you have elected to opt out
 of the extended transition period for complying with
new or revised accounting standards pur suant to Section 107(b), include a
statement that the election is irrevocable; or
o If you have elected to use the extended transition period for complying with new
or revised accounting standards under Sect ion 102(b)(1), provide a risk factor
explaining that this election allows you to  delay the adoption of new or revised
accounting standards that have  different effective dates for public and private
companies until those standards apply to pr ivate companies.  Please state in your
risk factor that, as a resu lt of this election, your financial statements may not be
comparable to companies that comply with public company effective dates.
 Include a similar statement in your critical accounting policy disclosures.
In addition, consider describing the extent to which any of these exemptions are available
to you as a Smaller Reporting Company.
2. Please provide the information required by It em 404(a) of Regulation S-K.  To this
extent, we note loan from a shareholder and officer disclosed on page  F-7 of the financial
statement and your office space provided by an officer free of charge.
3. Please provide supplemental support for your  factual assertions. Clearly mark the
supplemental materials to highlight the sp ecific information you believe supports the
statement referenced.  For example purposes only, we note the following statements:
 “40.3% of all the population, including hospita ls and any type of care centers are
located in the Metropolitan area of Santiago…” page 15;
 “Due to the isolated location of Chile there is a shortage  of importers from around the
world especially with the increasing dema nd for sophisticated diagnostic equipment
and supplies.” page 15;
 “[T]he medical field grows rapidly and ther e is a constant need for new and more
sophisticated equipment as well as more supplies,” page 17.
Prospectus Cover Page
4. Please disclose the duration of the offering on the cover page.  See Item 501(b)(8)(iii)
of Regulation S-K.  In addition, we note the di sclosure on page four that the duration of
the offering is the earlier of th e date when you sell all of the shares in this offering or
the board determines to terminate the offering.  Such indeterminate duration is inconsistent with Rule 415(a)(2) of Re gulation C.  Please revise the duration
accordingly.

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 3
 Prospectus Summary, page 3

5. We note the statement that PN Med Group “i s a distributor of medical supplies and
equipment.”  Please revise this and other si milar statements throughout the prospectus to
clarify that you are a development stage co mpany, have not yet commenced operations
and have generated no revenues to date.
6. We note the reference to net proceeds of  $100,000 on page 4.  Please provide clear
disclosure in this sect ion and throughout the prospectus as necessary to clarify that this is
the maximum net proceeds and that there is no minimum and no guarantee you will raise
any funds in this offering.
Risk Factors, page 5
7. We note your statement on page 3 that Mr. Ni klitschek informally agreed to advance
funds for professional fees and operating expe nses; however, he has not formally agreed
to do so and it appears from the disclosure that he is not legally obligated to provide such
funding.  Since you have no formal agreement with Mr. Niklitschek for the advancement of funds, please add risk factor disclosure wh ich addresses the risk that Mr. Niklitschek
may fail to advance you funds, if needed.
8. Since Mr. Niklitschek will hold 50% of your shares outstanding after the offering, please
add a risk factor describing the substantial in fluence he will be ab le to wield over your
operations.
9. Risk factors one and six appear  to discuss the transportati on industry.  Please explain the
relevance to the transportation industry to your planned distribution business or revise
these risk factors.
“If we do not attract customers, we will not make a profit…,” page 6

10. We note your statement on within this risk f actor that you have a pproached five local
clients to offer your products.  Since you di sclose that you have no agreement with any
potential customers, please remove refere nces to your “clients” from throughout your
prospectus or describe these enti ties as “potential clients.”
Use of Proceeds, page 9
11. Please revise this section to onl y describe your use of proceeds  for this offering.  To this
extent, please remove any discussion of expenses  already paid for.  Also please revise to
remove any discussion of intended expenses which will not come from the proceeds of this offering.
12. Please revise to provide a more specific desc ription of your use of proceeds, describing
the various uses of proceeds under each offe ring scenario.  To the extent you will need
additional funds to complete your intended use of proceeds, please describe the amount and sources of such funds.  See Instruc tion 3 to Item 504 of Regulation S-K.
13. Please revise to show the complete use of a ll proceeds under each scenario.  In particular,
we note that under the $100,000 proceeds scenario, your intended uses total only $88,000.

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 4
 14. Please revise to indicate the order of priority  for your listed uses of offering proceeds.
See Instruction 1 to Item 504 of Regulation S-K.
15. We note the statement on page 10 that the abov e figures represent only estimated costs.
The company may reserve the right to change  the use of proceeds, provided that such
reservation is due to certai n contingencies that are di scussed specifically and the
alternatives to such use in that event are indicated.  See Instruction 7 to Item 504 of
Regulation S-K.  Please revise to provide more specificity regarding the changes in the
use of proceeds or remove the above language.
16. We note your disclosure on page 3 that you wi ll need at least $34,450 to implement your
plan of operations and on page 5 that you ar e completely dependent on the proceeds of
this offering to develop your business plan.  Please reconcile this  with your use of
proceeds section which shows the allocation of your proceeds if 25% of your shares are
sold.  Please clarify, if true, that you will seek to implement your plan of operations even
if you are unable to raise $37,500 through this offering.   If  not, revise your use of
proceeds to clearly disclose your plan s if you raise less than $37,500.  Also, add
disclosure regarding the use of proceeds if you raise less than 25% of the offering
maximum.
Dilution, page 10

17. We note your statement within this section that assuming completion of the offering,
there will be up to 15,000,000 shares of common st ock outstanding.  We also note that as
of March 31, 2012 you only had 5,000,000 shares outstanding and are offering an
additional 5,000,000 shares in this offering.  Please reconcile the planned amount of
shares outstanding here and through out your prospectus or advise.
Management’s Discussion and Analysis  or Plan of Operation, page 11
Plan of Operation, page 11
18. Please provide a more detailed description of  the company’s plan of operations for the
next twelve months.  In particular, please ex plain how the company intends to meet each
of these milestones if it cannot  raise adequate funding.
19. We note the inclusion of the following  items in your plan of operations.
 Put together a product list br ochure for clients and poten tial clients, page 11;
 Advertise and promote our products on a national webpage…, page 11;
Please revise this section to include the costs and the anticipated  source of funds for these
activities.  Also, add these items to your Us e of Proceeds section, if applicable.

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 5
 20. Please reconcile the disclosure on pages 12 a nd 16 that you are required to order from
Kangtai at least once every 3 months with the agreement filed as  Exhibit 10.1, which
reflects 5 months.  In addition, please clearly disclose the duration of the agreement and
termination provision.
Description of Business, page 15

Customer Service, page 16
 21. We note your disclosure within this section that you intend to pay Mr. Niklitschek $0.25
per each kilometer driven in the delivery of  your products.  Please revise your plan of
operation and use of proceeds sections to include these expenses, as applicable, or advise.
Competition, page 17

22. Please revise to describe your competitiv e position within the industry.  See Item
101(h)(4)(iv) of Regulation S-K.  Please ensure  your revised descri ption is consistent
with your disclosure on page 15 which states that there is a shorta ge of medical supply
importers.
Employees, Identification of Cert ain Significant Employees, page 17
 23. We note your statement that you have no employe es.  Please reconcile this section with
your disclosure on page 18 which lists Pedro Niklitschek as your president and treasurer and Miguel Molina Urra as your secretary.
Directors, Executive Officers, Promot er and Control Persons, page 18

24. Please revise this section to briefly disc uss the specific experience, qualifications,
attributes, or skills that led to the conclu sion that Mr. Niklitsche k should serve as your
director.
25. Please revise to identify Mr. Niklitschek as your promoter.  See Item 401(g)(1) of
Regulation S-K.

Part II. Information Not Requi red In Prospectus, page 60
Exhibits
26. Please provide a written descri ption of the oral agreemen t with Mr. Niklitschek, as
described in your registration statement on page 3. See Question 146.04 of the Regulation
S-K Compliance and Disclosure Interpretations available at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm .

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 6
 Exhibit 5.1

27. We note that counsel has stated that its opini on is furnished in c onnection with the filing
of the Registration Statement with the Co mmission and may not be relied upon for any
other purpose without prior wr itten consent in  each instance.   Please have counsel revise
the opinion to clarify  this limitation on reliance.  Purchasers of the securities in the
offering are entitled to rely on the opinion.  See Section II.B. 3.d of Staff Legal Bulletin
19.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, 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 registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Pedro Perez Niklitschek
PN Med Group Inc. May 23, 2012 Page 7
 You may contact James Giug liano at (202) 551-3727 or Br ian Bhandari at (202) 551-
3390 if you have questions regarding the financial st atements and related matters.  Please contact
Adam F. Turk at (202) 551-3657 or Pamela Ho well at (202) 551-3357 with  any other questions.

Sincerely,
   /s/ Pamela Howell  for
John Reynolds Assistant Director