Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K (this
"Current Report") is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 17, 2023, Eargo, Inc. (the "Company") filed with the Secretary of
State of the State of Delaware a Certificate of Amendment (the "Amendment") to
the Company's Amended and Restated Certificate of Incorporation to effect a
1-for-20 reverse stock split of the Company's common stock (the "Reverse Stock
Split") which became effective upon the filing of the Amendment (the "Effective
Time"). The Amendment provides that, at the Effective Time, every 20 shares of
the Company's issued and outstanding common stock were automatically
reclassified into one issued and outstanding share of common stock, without any
change in par value per share, which remained $0.0001. No fractional shares will
be issued as a result of the Reverse Stock Split. Stockholders who would
otherwise be entitled to receive a fractional share are entitled to a cash
payment in lieu of such fractional share. Proportionate adjustments were made to
the number of shares of common stock reserved for issuance and other share
limits under the Company's equity incentive plans and employee stock purchase
plan, and to the number of shares underlying outstanding equity awards and the
per share exercise price of outstanding options.
The Company's common stock is expected to begin trading on a split-adjusted
basis on The Nasdaq Stock Market LLC ("Nasdaq") at market open on January 18,
2023. The trading symbol for the common stock will remain "EAR." The Company's
post-Reverse Stock Split common stock has a new CUSIP number (CUSIP
No. 270087208).
The summary of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the full text of the Amendment, a copy of which is
attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01 Other Events.
On January 17, 2023, the Company issued a press release to announce the filing
of the Amendment with the Secretary of State of the State of Delaware to effect
the Reverse Stock Split. A copy of the press release is attached hereto as
Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Eargo, Inc.
99.1 Press Release dated January 17, 2023 titled "Eargo Effects 1-for-20
Reverse Stock Split."
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Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact contained in this Current Report are
forward-looking statements, including statements regarding the Company's
expectations regarding when the common stock will begin trading on a post-split
basis on Nasdaq. Forward-looking statements are not guarantees of future
performance and are subject to risks, uncertainties and assumptions that could
cause actual results and events to differ materially from those anticipated,
including, but not limited to, risks, uncertainties and assumptions related to:
the extent to which the Company may be able to validate processes to support the
submission of claims for reimbursement from the FEHB program or other insurance
programs in the future, if at all, and the Company's ability to maintain or
increase insurance coverage of Eargo hearing aids; the timing or results of
ongoing claims audits and medical records reviews by third-party payors; the
impact of third-party payor audits and the regulatory landscape for hearing aid
devices on the Company's business and results of operations; the Company's
expectations concerning additional orders by existing customers; the Company's
expectations regarding the potential market size and size of the potential
consumer populations for its products and any future products, including
insurance coverage of Eargo hearing aids; the Company's ability to release new
hearing aids and the anticipated features of any such hearing aids; developments
and projections relating to the Company's competitors and its industry,
including competing products; the Company's ability to maintain its competitive
technological advantages against new entrants in its industry; the pricing of
the Company's hearing aids; the Company's expectations regarding the ability to
make certain claims related to the performance of its hearing aids relative to
competitive products; the Company's expectations with regard to changes in the
regulatory landscape for hearing aid devices, including the implementation of
the OTC hearing aid regulatory framework and the Company's assessment, ability
and timing for compliance with the new requirements; and the Company's estimates
regarding the COVID-19 pandemic, including, but not limited to, its duration and
its impact on the Company's business and results of operations. These and other
risks are described in greater detail under the section titled "Risk Factors"
contained in the Company's Annual Report on Form 10-K and Quarterly Reports on
Form 10-Q and the Company's other filings with the Securities and Exchange
Commission. Any forward-looking statements in this Current Report are made
pursuant to the Private Securities Litigation Reform Act of 1995, as amended,
are based on current expectations, forecasts and assumptions, and speak only as
of the date of this Current Report. Except as required by law, the Company
undertakes no obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise.
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