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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