Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On March 4, 2022, Eargo, Inc. (the "Company" or "Eargo") received a letter from
the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq")
indicating that, because the Company has not yet filed its Annual Report on Form
10-K for the fiscal year ended December 31, 2021 (the "Form 10-K"), the Company
does not comply with Nasdaq Listing Rule 5250(c)(1) for continued listing.
As previously disclosed, on November 18, 2021, the Company was notified by
Nasdaq that it was not in compliance with Nasdaq Listing Rule 5250(c)(1) for
continued listing as a result of the delay in filing its Quarterly Report on
Form 10-Q for the period ended September 30, 2021. In accordance with Nasdaq
Listing Rules, the Company submitted a plan to regain compliance.
As previously disclosed, Nasdaq subsequently granted the Company an exception
until May 16, 2022 to file its delinquent Form 10-Q for the period ended
September 30, 2021 (the "Initial Delinquent Filing"). Nasdaq's March 4 letter
indicated that any additional exception to allow the Company to regain
compliance with all delinquent filings will be limited to a maximum of 180
calendar days from the due date of the Initial Delinquent Filing, or May 16,
2022.
As a result of this additional delinquency, the Company must submit an update to
its original plan to regain compliance with respect to the filing requirement by
March 21, 2022. The Company intends to submit a timely update to its original
plan.
Item 7.01 Regulation FD Disclosure.
A press release, dated March 10, 2022, disclosing the Company's receipt of the
Nasdaq notification letter referenced above is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 of this Current Report on Form 8-K
(including Exhibit 99.1 attached hereto) shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
and shall not be incorporated by reference into any filing of the Company under
the Securities Act of 1933, as amended, except as shall be expressly set forth
by specific reference in such filing
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Eargo, Inc. Press Release, dated March 10, 2022
104 Cover Page Interactive File, formatted in Inline XBRL.
Forward-Looking Statements
This Current Report on Form 8-K 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 report are forward-looking
statements, including statements regarding the Company's intention to submit a
timely update to its original plan. 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 outcomes of the previously disclosed U.S. Department
of Justice ("DOJ") investigation and third-party payor audits, including the
timing of any final resolution related thereto. You should refer to the section
titled "Risk Factors" included in the Company's Quarterly Report on Form 10-Q
for the period ended June 30, 2021, as such factors may be updated from time to
time in the Company's other filings with the SEC, accessible on the SEC's
website at www.sec.gov, for a discussion of important factors that may cause
actual results to differ materially from those expressed or implied by any
forward-looking statements. Furthermore, if such forward-looking statements
prove to be inaccurate, the inaccuracy may be material. Any forward-looking
statements in this Current Report on Form 8-K 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
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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