Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On November 18, 2021, Eargo, Inc. (the "Company") received a letter from the
Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq")
indicating that, since the Company has not yet filed its Quarterly Report on
Form 10-Q for the period ended September 30, 2021 (the "Form 10-Q"), the Company
no longer complies with Nasdaq Listing Rule 5250(c)(1) for continued listing.
Under the Nasdaq Listing Rules, the Company has 60 calendar days to submit a
plan to regain compliance (the "Plan") and, if Nasdaq accepts the Plan, Nasdaq
may grant an exception of up to 180 calendar days from the Form 10-Q original
filing due date, or until May 16, 2022, to regain compliance. The Company
intends to submit the Plan within the 60-calendar day period.
Item 7.01 Regulation FD Disclosure.
A press release, dated November 22, 2021, 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 November 22, 2021
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 the Plan to Nasdaq within the 60-calendar day period.
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; potential related penalties, fines and criminal
actions that may ensue as a result of the DOJ investigation, the third-party
payor audits and/or any other action that may arise therefrom; recoupments of
previous claims paid as a result of the DOJ investigation, the third-party payor
audits and/or any other action that may arise therefrom; the impact of the DOJ
investigation and third-party payor audits 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 the Company's ability to maintain or increase
insurance coverage of Eargo hearing aids going forward; 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 pending over-the-counter hearing aid pathway regulatory
framework; 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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