ChronoScale（CHRN）Q1 FY2027财报：收入增148%但毛利为负、经营亏损2490万美元，重磅合作均为旧闻

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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
October
15, 2026
(Date
of earliest event reported)
CHRONOSCALE
HOLDINGS CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
001-37854
42-3357005
(State
or other jurisdiction
of
incorporation)
(Commission
File Number)
(IRS
Employer
Identification
No.)
2440
Sand Hill Road
,
Suite 400
,
Menlo Park
,
CA
94025
(Address
of principal executive offices)
(Zip
Code)
(650)
977-4969
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (
see
General Instruction A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.001 per share
CHRN
Nasdaq
Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Item 2.02. Results of Operations and Financial Condition
On
October 15, 2026, ChronoScale Holdings Corporation (the “Company”) issued a press release announcing its financial
results for the first fiscal quarter ended August 31, 2026.
A
copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The
information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that
section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange
Act, regardless of any general incorporation language in such filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits.
Exhibit
No.
Description
99.1
Press
Release dated October 15, 2026
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated:
October
15,
2026
By:
/s/
Jerome Wong
Name:
Jerome
Wong
Title:
Chief
Financial Officer

----- ex99-1.htm -----
EX-99.1
2
ex99-1.htm
EX-99.1
Exhibit
99.1
ChronoScale
Reports Fiscal First Quarter 2027 Results
MENLO
PARK, Calif. – October 15, 2026 — ChronoScale Holdings Corporation (NASDAQ: CHRN)
(“ChronoScale” or the “Company”),
an accelerated compute platform purpose-built to support demanding artificial intelligence workloads, reported financial results for
the fiscal first quarter ended August 31, 2026.
Following
the business combination completed on May 5, 2026, the Company classified its legacy Ekso Bionics business (“Legacy Ekso Business”)
as held for sale and reported its results in discontinued operations in accordance with U.S. generally accepted accounting principles
(“GAAP”). Accordingly, Legacy Ekso Business’ results are excluded from the Company’s continuing operations and
presented separately in its consolidated financial statements. Subsequent to quarter end, the Company completed the sale of the Legacy
Ekso Business on September 30, 2026. Unless otherwise specified, disclosures in this earnings release, including the below, reflect continuing
operations only.
Fiscal
First Quarter 2027 Financial Highlights
●
Revenue:
$41.5 million, up 148% from $16.7 million in the prior-year comparable period.
●
Net
loss:
$26.4 million.
●
Net
loss per basic and diluted share:
$0.18.
●
Adjusted
EBITDA:
$5.9 million.
Adjusted
EBITDA is a non-GAAP financial measure. A reconciliation of this non-GAAP measure to the most directly comparable financial measure presented
in accordance with accounting principles generally accepted in the United States (“GAAP”) is set forth below. See “
Reconciliation
of GAAP to Non-GAAP Measures.
”
Fiscal
First Quarter 2027 Operational Highlights
●
Secured
a 50 MW AI compute deployment with Microsoft in North America, which is expected to integrate NVIDIA GB300 NVL72 systems with liquid
cooling, high-performance networking, storage, software, and purpose-built data center infrastructure, positioning the Company among
a select group of providers delivering next-generation, high-density AI capacity to a hyperscale customer.
●
Entered
a strategic partnership with Nutanix to deliver enterprise-ready AI infrastructure, broadening the company’s reach beyond hyperscalers
and accelerating adoption of its AI services across global markets.
●
Entered
into a three-year strategic partnership with Baseten Labs, Inc to support the planned deployment of approximately 4 MW of AI compute
capacity, with completion expected in calendar Q1 2027.
Subsequent
to the Quarter
●
On
September 30, 2026, ChronoScale completed the sale of the Legacy Ekso Business, exiting it entirely and eliminating its ongoing operating
funding requirements.
●
Announced
a contract extension with an existing AI customer and a new customer agreement, putting ChronoScale on track for $1 billion in annualized
run-rate revenue* by calendar Q3 2027.
●
Received
$328.2 million in aggregate prepayments under its existing customer contracts.
Management
Commentary
“We
believe our strong revenue growth and expanded customer commitments validate the demand we are seeing and our opportunity to grow alongside
our customers,”
said Cenly Chen, Chief Executive Officer of ChronoScale
. “Our Microsoft deployment and partnerships
with Nutanix and Baseten should position us to serve hyperscale and enterprise AI demand, while the completed Ekso sale is intended to
allow us to sharpen our focus on AI infrastructure. With our customer agreements and current deployment schedule supporting an expected
$1 billion in annualized revenue run rate by calendar Q3 2027, our priority is disciplined execution and delivering the infrastructure
our customers need at scale.”
Financial
Results from Operations for Fiscal First Quarter 2027
Revenue
in the fiscal first quarter of 2027 was $41.5 million, up 148% from $16.7 million in the fiscal first quarter of 2026. The increase was
primarily attributable to revenue generated from a new customer during the three months ended August 31, 2026, including revenue recognized
from the sale of AI infrastructure hardware and related support and maintenance services pursuant to resale arrangements with the customer.
Cost
of revenues were $45.6 million for the three months ended August 31, 2026, up 91% from $23.9 million in the prior-year period. The increase
was driven primarily by higher AI infrastructure hardware purchases under resale arrangements with a customer, along with higher depreciation
and amortization from additional in-service compute equipment and leases, higher energy costs from increased rates and usage, and higher
personnel expenses. These increases were partially offset by lower lease and lease-related expenses resulting from prior-period lease
renegotiations.
Selling,
general and administrative expense increased approximately $20.4 million, to $20.7 million for the three months ended August 31, 2026,
from $0.4 million in the prior-year period. The increase was driven primarily by higher stock-based compensation from restricted stock
unit and restricted stock award grants to eligible employees and non-employee directors, respectively during the period, higher professional
service expenses for legal services related to discrete transactions and projects, and higher personnel expenses from increased headcount.
Lease and lease-related expenses not directly attributable to generating revenue also increased, as did other general operating costs,
including filing fees, insurance, and supplies.
Net
loss from continuing operations for the fiscal first quarter 2027 was $26.4 million, or $0.18 per basic and diluted share. This compares
to a net loss from continuing operations of $11.2 million, or $0.08 per basic and diluted share for the fiscal first quarter of 2026.
*Annualized run-rate revenue is an operating metric calculated by multiplying revenue expected to be recognized under the Company’s
customer contracts in a quarterly period by four. Annualized run-rate revenue is based on current assumptions regarding contract terms
and deployment schedules, is not a forecast of revenue for any specific reporting period, and is not a measure of revenue calculated in
accordance with GAAP. Actual revenue may differ materially.
Net
loss from discontinued operations was $16.1 million for the three months ended August 31, 2026 and represents the statement of operations
activity related to the Legacy Ekso Business.
Adjusted
EBITDA, a non-GAAP financial measure, was $5.9 million for the fiscal first quarter 2027 compared to an Adjusted EBITDA of $9.4 million
for the fiscal first quarter 2026.
As
of August 31, 2026, the Company had $15.2 million in cash and cash equivalents.
For
the details of how the Company defines non-GAAP financial measures and the reconciliation thereof, please see
“Reconciliation
of GAAP to Non-GAAP Measures”
below.
About
ChronoScale
ChronoScale
(Nasdaq: CHRN) is an accelerated compute platform purpose-built to support demanding artificial intelligence workloads. Focused on large-scale
deployments, the platform delivers dedicated compute environments optimized for performance, consistency, and long-term operational execution,
with the ability to scale capacity alongside accelerating AI demand.
Forward-Looking
Statements
Statements
in this Press Release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform
Act of 1995. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Such forward-looking statements
include but are not limited to: (i) statements regarding the Company, its plans and objectives and anticipated future economic performance;
(ii) statements about the cloud compute industry; (iii) statements regarding the Company’s ability to expand capacity and meet
accelerating demand; (iv) statements regarding the Company’s ability to execute on planned infrastructure deployments and commissioning
schedules; (v) statements regarding the performance of customers, suppliers, utilities and other counterparties; (vi) statements regarding
the expected timing, scale, financing and revenue contribution of the Company’s planned deployments, including for Microsoft and
Baseten, the anticipated implementation of the Nutanix partnership, and the Company’s expected annualized run-rate revenue; and
(vii) statements of assumptions underlying other statements and statements about the Company or its business. You are cautioned not to
rely on these forward-looking statements. These statements are based on current expectations of future events and thus are inherently
subject to uncertainty. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results
could vary materially from the Company’s expectations. These risks, uncertainties, and other factors include: the ability to raise
capital to fund the acquisition and deployment of GPUs, other equipment and other capital expenditures, including significant existing
purchase obligations for AI infrastructure; our customers’ ability to terminate their agreements under certain circumstances, require
refunds of upfront payments or prepayments, or be entitled to delay credits or penalties if we fail to perform on a timely basis or at
all with respect to our deployment and other obligations under existing customer contracts; the availability and timely delivery of GPUs,
power and other equipment from third-party suppliers and utilities; the Company’s ability to enter into definitive agreements,
including with respect to the Nutanix partnership and the lease and tenant fit-out arrangements for the Texas data center facility supporting
the Microsoft deployment; the Company’s ability to replace departing key personnel; the timely achievement of the deployment schedule
in its customer agreements; customer concentration and the ability to renew or expand customer relationships; achievement of our target
annualized run-rate revenue and revenue expectations in connection with our customer contracts; limitations on the Company’s ability
to attract and retain key personnel, including executive officers and Board members of the Company; the success of the Company’s
risk management activities, including any failure by the Company to implement and maintain effective internal controls; cash flow and
access to capital; conditions in the debt and equity capital markets; slower than anticipated growth in the cloud compute industry; uncertainties
related to market conditions, and other factors discussed in the “Risk Factors” section of the Company’s Annual Report
on Form 10-K filed with the SEC on August 19, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarter ended August
31, 2026, filed with the SEC on October 14, 2026, and the risks described in other filings that the Company may make from time to time
with the SEC. Any forward-looking statements contained in this press release speak only as of the date hereof, and the Company specifically
disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events, or otherwise,
except to the extent required by applicable law.
Use
and Reconciliation of Non-GAAP Financial Measures
To
supplement our consolidated financial statements presented under GAAP, we are presenting certain non-GAAP financial measures. We are
providing these non-GAAP financial measures to disclose additional information to facilitate the comparison of past and present operations
by providing perspective on results absent one-time or significant non-cash items. We utilize these measures in the business planning
process to understand expected operating performance and to evaluate results against those expectations. We believe that these non-GAAP
financial measures, when considered together with our GAAP financial results, provide management and investors with an additional understanding
of our core business operating results regarding factors and trends affecting our business and provide a reasonable basis for comparing
our ongoing results of operations.
These
non-GAAP financial measures are provided as supplemental measures to our performance measures calculated in accordance with GAAP and
therefore, are not intended to be considered in isolation or as a substitute for comparable GAAP measures. These non-GAAP financial measures
should not be viewed as measures or reflections of liquidity or profitability in accordance with GAAP. Further, these non-GAAP financial
measures have no standardized meaning prescribed by GAAP and are not prepared under any comprehensive set of accounting rules or principles.
Because of the non-standardized definitions of non-GAAP financial measures, we caution investors that the non-GAAP financial measures
as used by us in this earnings release have limits in their usefulness to investors and may be calculated differently from, and therefore
may not be directly comparable to, similarly titled measures used by other companies. Further, investors should be aware that when evaluating
these non-GAAP financial measures, these measures should not be construed as an inference that our future results will be unaffected
by unusual or non-recurring items. In addition, from time to time in the future there may be items that we may exclude for purposes of
our non-GAAP financial measures and we may in the future cease to exclude items that we have historically excluded for purposes of our
non-GAAP financial measures. Likewise, we may determine to modify the nature of the adjustments to arrive at our non-GAAP financial measures.
Investors should review the non-GAAP reconciliations provided below and not rely on any single financial measure to evaluate our business.
EBITDA
and Adjusted EBITDA
“EBITDA”
is defined as earnings before interest expense, interest income, and depreciation and amortization. “Adjusted EBITDA” is
defined as EBITDA adjusted for stock-based compensation, unutilized colocation expenses, diligence, acquisition, disposition and integration
expenses, gain on change in fair value of warrants, loss on sale of assets, and other non-recurring expenses that management believes
are not representative of our expected ongoing costs.
Investor
Relations Contact
Ralf
Esper or Clay Liolios
Gateway
Group, Inc.
(949)
574-3860
CHRN@gateway-grp.com
CHRONOSCALE
HOLDINGS CORPORATION
Condensed
Consolidated Balance Sheets
(Unaudited)
(Dollars
in thousands, except par value amounts)
August 31, 2026
May 31, 2026
ASSETS
Current assets:
Cash
15,221
$
9,664
Accounts receivable
7,557
12,542
Prepaid expenses and other current assets
2,924
2,200
Current assets held for sale
4,988
19,841
Total current assets
30,690
44,247
Property and equipment, net
32,491
32,081
Operating lease right of use assets, net
67,297
72,004
Finance lease right of use assets, net
109,876
122,509
Goodwill
54,387
54,513
Other assets
664
520
TOTAL ASSETS
$
295,405
$
325,874
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
15,780
$
9,052
Accrued liabilities
7,334
3,740
Current portion of operating lease liability
18,998
18,130
Current portion of finance lease liability
43,478
47,571
Current portion of debt
10,539
3,370
Current deferred revenue
57
—
Current liabilities held for sale
4,988
5,028
Total current liabilities
101,174
86,891
Long-term portion of operating lease liability
35,434
40,289
Long-term portion of finance lease liability
2,457
10,729
Long-term debt
151
474
Long-term portion of deferred revenue
107
—
Warrant liabilities
5,432
5,454
Total liabilities
144,755
143,837
Commitments and contingencies
Temporary equity:
Convertible preferred stock, $0.001 par value; 10,000,000 shares authorized; 0 issued and outstanding as of August 31, 2026; 2,926 issued and outstanding as of May 31, 2026, with a $2,926 redemption value
—
2,012
Stockholders’ equity:
Common stock, $0.001 par value; 290,000,000 shares authorized; 145,637,452 and 145,212,325 shares issued and outstanding as of August 31, 2026 and May 31, 2026, respectively
145
145
Additional paid in capital
392,451
379,342
Accumulated deficit
(241,946
)
(199,462
)
Total stockholders’ equity
150,650
180,025
TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
$
295,405
$
325,874
CHRONOSCALE
HOLDINGS CORPORATION
Condensed
Consolidated Statements of Operations
(Unaudited)
(Dollars
in thousands, except per share amounts)
Three Months Ended
August 31, 2026
August 31, 2025
Revenue
$
41,482
$
16,718
Costs and expenses:
Cost of revenues
45,628
23,876
Selling, general and administrative
20,741
383
Loss on sale of assets
—
492
Total costs and expenses
66,369
24,751
Operating loss
(24,887
)
(8,033
)
Interest expense, net
1,565
3,210
Gain on change in fair value of warrants
(22
)
—
Net loss from continuing operations
$
(26,430
)
$
(11,243
)
Net loss from discontinued operations
$
(16,054
)
$
—
Net loss
$
(42,484
)
$
(11,243
)
Basic and diluted net loss per share attributable to common shareholders
Continuing operations
$
(0.18
)
$
(0.08
)
Discontinued operations
(0.11
)
—
Basic and diluted net loss per share
$
(0.29
)
$
(0.08
)
Basic and diluted weighted average number of shares outstanding
145,407,573
138,216,820
CHRONOSCALE
HOLDINGS CORPORATION
Reconciliation
of GAAP to Non-GAAP Measures
(Unaudited)
(In
thousands, except percentage data)
Three Months Ended
August 31, 2026
August 31, 2025
CASH FLOW FROM OPERATING ACTIVITIES
Net loss
$
(42,484
)
$
(11,243
)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
15,338
14,486
Stock-based compensation expense
10,128
90
Lease expense
5,109
5,193
Gain on change in fair value of warrants
(22
)
—
Loss on sale of assets
—
492
Amortization of debt discounts
159
—
Loss on classification of held for sale
14,126
—
Changes in operating assets and liabilities:
Accounts receivable
5,810
(3,434
)
Prepaid expenses and other current assets
(780
)
(424
)
Other assets
(200
)
—
Accounts payable
6,786
(2,030
)
Accrued liabilities
3,741
2,717
Lease assets and liabilities
(3,179
)
(2,810
)
Deferred revenues
93
(2,942
)
CASH FLOW PROVIDED BY OPERATING ACTIVITIES
14,625
95
CASH FLOW FROM INVESTING ACTIVITIES
Purchases of property and equipment and other assets
(3,063
)
(977
)
CASH FLOW USED IN INVESTING ACTIVITIES
(3,063
)
(977
)
CASH FLOW FROM FINANCING ACTIVITIES
Repayment of note payable
(313
)
—
Repayment of finance leases
(13,692
)
(25,737
)
Proceeds from Grid Note from Applied Parent
7,000
—
Capital contributions from Applied Parent
—
24,228
Proceeds from exercise of warrants
1,000
—
CASH FLOW USED IN FINANCING ACTIVITIES
(6,005
)
(1,509
)
NET INCREASE (DECREASE) IN CASH
5,557
(2,391
)
CASH, BEGINNING OF PERIOD, INCLUDING CASH FROM DISCONTINUED OPERATIONS
9,666
2,398
CASH, END OF PERIOD, INCLUDING CASH FROM DISCONTINUED OPERATIONS
15,223
—
Less: CASH FROM DISCONTINUED OPERATIONS
2
—
CASH FROM CONTINUING OPERATIONS, END OF PERIOD
15,221
$
7
Supplemental disclosure of non-cash investing and financing activities:
Fair value adjustment of goodwill acquired in reverse merger acquisition
$
126
$
—
Deemed dividend in connection with equity financings
$
171
$
—
Series B preferred shares converted to common
$
2,183
$
—
Operating right-of-use assets obtained by lease obligation
$
402
$
—
Supplementary cash flows disclosure:
Interest paid
$
1,327
$
3,210
Net loss from continuing operations (GAAP)
$
(26,430
)
$
(11,243
)
Interest expense
1,580
$
3,210
Interest income
(10
)
—
Depreciation and amortization
15,338
14,486
EBITDA (Non-GAAP)
$
(9,522
)
$
6,453
Stock-based compensation
(1)
10,128
90
Unutilized colocation expenses
(2)
2,383
2,355
Diligence, acquisition, disposition, and integration expenses
(3)
2,526
6
Gain on change in fair value of warrants
(22
)
—
Loss on sale of assets
—
492
Other non-recurring expenses
(4)
447
34
Adjusted EBITDA (Non-GAAP)
$
5,940
$
9,430
(1)
Represents
stock-based compensation expense and employment taxes incurred in connection with the vesting of stock-based awards.
(2)
Represents
expenses at third-party owned colocation facilities where we have not yet deployed.
(3)
Represents
legal, accounting and consulting costs incurred in association with certain discrete transactions and projects.
(4)
Represents
expenses that are not representative of our expected ongoing costs.