Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 12, 2022, Eargo, Inc. (the "Company") received a letter (the "Letter")
from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that because
it remains delinquent in filing its Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2021 and its Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, and because it is delinquent in filing
its Quarterly Report on Form 10-Q for the three months ended March 31, 2022, it
has not regained compliance with Nasdaq Listing Rule 5250(c)(1), which requires
timely filing of periodic reports with the Securities and Exchange Commission.
Previously, Nasdaq had granted the Company an extension until May 16, 2022 to
regain compliance. The Letter indicated that the Company's securities would be
subject to delisting on May 23, 2022 as a result of the Company's
non-compliance, unless on or before May 19, 2022 the Company requests a hearing
before the Nasdaq Hearings Panel (the "Panel") and requests an extended stay of
suspension or delisting.
The Company intends to timely request a hearing before the Panel, at which
hearing it will present its plan to regain compliance and request the continued
listing of its securities on Nasdaq pending its return to compliance. Such
request will automatically stay any suspension or delisting action by Nasdaq for
a period of 15 days from the date of the Company's request. The stay may be
extended at the option of the Panel upon the Company's request and support of
such extension, and the Company intends to ask the Panel for a further stay
concurrent with its request for a hearing and pending the ultimate conclusion of
the hearing process.
Item 7.01. Regulation FD Disclosure.
A press release, dated May 13, 2022, disclosing the Company's receipt of the
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 May 13, 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
intended requests of the Panel and related Panel proceedings. 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: completion of the Company's financial
closing procedures for the periods ended September 30, 2021, December 31, 2021
and March 31, 2022 and any adjustments that may result from the completion of
the annual independent audit of its consolidated financial statements; the
extent to which the Company may be able to validate and establish processes to
support the submission of claims for reimbursement from the Federal Employee
Health Benefits program in the future, if at all, and the Company's ability to
maintain or increase insurance coverage of its hearing aids; the timing or
results of ongoing claims audits and medical records
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reviews by third-party payors; the extent of losses from hearing aids delivered
to customers from September 21, 2021 until December 8, 2021; the Company's
ability to regain compliance with Nasdaq Listing Rules; the Company's ability to
raise capital on acceptable terms, if at all; the impact of the U.S. Department
of Justice investigation, 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; 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 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; 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, Quarterly Reports on Form
10-Q and other filings with the U.S. Securities and Exchange Commission. 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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