Item 8.01 Other Events.
On January 11, 2023, Eargo, Inc. ("Eargo" or the "Company") issued a press
release announcing that its board of directors has approved a 1-for-20 reverse
stock split (the "Reverse Stock Split").
The Reverse Stock Split is expected to be effected on January 17, 2023, and the
Company's common stock is expected to begin trading on a split-adjusted basis at
market open on January 18, 2023. Pursuant to the Reverse Stock Split, every 20
shares of Eargo common stock issued and outstanding as of the effective date
will be automatically reclassified into one share of Eargo common stock. The
Company's stockholders will be entitled to receive cash in lieu of any
fractional shares they would otherwise be entitled to receive in the Reverse
Stock Split.
A copy of the press release is attached to this Current Report on Form 8-K (this
"Current Report") as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release dated January 11, 2023 titled "Eargo to Complete a 1-for-20
Reverse Stock Split."
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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
intention to effect the Reverse Stock Split, the timing of the Reverse Stock
Split and the impact of the Reverse Stock Split on stockholders, including any
adjustments that may result from the treatment of fractional shares.
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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