UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1316, 2024

EARGO, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-39616	27-3879804
Delaware (State or Other Jurisdiction of Incorporation)	001-39616 (Commission File Number)	27-3879804 (IRS Employer Identification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2665 North First Street, Suite 300 San Jose, California (Address of Principal Executive Offices)		95134 (Zip Code)

2665 North First Street, Suite 300
San Jose, California		95134
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 351-7700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		EAR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 5.07. Submission of Matters to a Vote of Security Holders.~~Introduction

OnAs ~~February~~previously 13disclosed, ~~2024,~~ Eargo, Inc., ~~(the “Company”) held~~ a ~~special~~Delaware ~~meeting~~corporation ~~of its stockholders~~ (the “~~Special Meeting~~Company”), entered tointo ~~consider~~an ~~certain proposals related to the~~ Agreement and Plan of Merger, dated as of October 29, 2023 (~~as amended from time to time,~~ the “Merger Agreement”), bywith ~~and among the Company,~~ PSC Echo Parent LLC, a Delaware limited liability company (“Parent”), and PSC Echo Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”). On February 16, ~~pursuant~~2024 (the “Closing Date”), upon the terms and subject to ~~which~~the ~~Merger~~conditions ~~Sub~~set forth ~~will~~in ~~merge~~the ~~with~~Merger Agreement and ~~into~~in ~~Eargo,~~accordance with ~~Eargo~~the ~~surviving~~applicable ~~such~~provisions ~~merger~~of as the ~~surviving~~Delaware ~~corporation~~ General Corporation Law (the “~~Merger~~DGCL”), Merger Sub merged with and into ~~approve~~the Company, with the ~~transactions~~Company ~~contemplated~~surviving ~~thereby,~~such ~~including~~merger as the ~~Merger~~surviving corporation (the “Merger ~~Agreement Proposal~~”).

AsItem of2.01 ~~January~~Completion ~~12, 2024, the record date for the Special Meeting (the “Record Date”), there were 20,772,485 shares~~ of ~~the~~Acquisition ~~Company’s Common Stock, par value $0.0001 per share (the “Company Common Stock”~~ or ~~“Shares”)~~Disposition ~~outstanding. At the Special Meeting, a total~~ of ~~17,544,265 Shares, equivalent to 17,544,265 votes, representing approximately 84~~Assets.46% of the outstanding Shares entitled to vote, equivalent to approximately 84.46% of the voting power of the outstanding Shares entitled to vote, were present in person (which includes presence virtually at the Special Meeting) or by proxy, constituting a quorum to conduct business.

AtThe ~~the~~information ~~Special~~set ~~Meeting,~~forth in the ~~following~~Introduction ~~proposals~~of ~~were~~this ~~considered:~~Current Report on Form 8-K is incorporated by reference in this Item 2.01.

~~(1)~~Closing ~~Merger~~of ~~Agreement Proposal. The proposal to approve and adopt~~ the Merger ~~Agreement and the transactions contemplated thereby, including the Merger.~~

On the Closing Date, Parent completed the acquisition of the Company. Pursuant to the Merger Agreement, at the effective time of the Merger (2the “Effective Time”), ~~Golden~~each ~~Parachute~~share ~~Proposal~~of common stock, $0.0001 ~~The~~par ~~non-binding~~value per share, ~~advisory~~of ~~proposal~~the Company (the “Company Common Stock”) issued and outstanding immediately prior to ~~approve~~the Effective Time, other than certain ~~compensation~~excluded ~~arrangements~~shares ~~for~~pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to $2.55 per share of Company’s ~~named~~Common ~~executive~~Stock ~~officers~~(the “Merger Consideration”), payable to the holder thereof, without interest and subject to applicable tax withholding, subject to and in ~~connection~~accordance with the terms and conditions of the Merger Agreement.

~~(3)~~In ~~Adjournment~~addition, ~~Proposal.~~at ~~The~~the ~~proposal~~Effective Time, each option to ~~approve~~purchase ~~one~~shares of Company Common Stock granted by the Company that was outstanding and unexercised immediately prior thereto, whether vested or ~~more~~unvested, ~~proposals~~was cancelled and converted into the right to ~~adjourn~~receive an amount in cash, without interest and subject to applicable tax withholding, equal to the ~~Special~~product ~~Meeting~~obtained by multiplying (A) the aggregate number of shares of Company Common Stock subject to such option immediately prior to the Effective Time by (B) the excess, if ~~necessary~~any, of the Merger Consideration over the exercise price per share of such option. Any option that had a per share exercise price that was greater than or ~~appropriate~~equal to the Merger Consideration was cancelled for no consideration as of the Effective Time. At the Effective Time, ~~including~~each ~~adjournments~~Company RSU Award (as defined in the Merger Agreement) granted by the Company that was outstanding immediately prior thereto was cancelled and converted into the right to ~~solicit~~receive ~~additional~~an ~~proxies~~amount ifin ~~there~~cash, ~~are~~without ~~insufficient~~interest ~~votes~~and atsubject to applicable tax withholding (the ~~time~~“RSU ofCash Replacement Award”), equal to the ~~Special~~product ~~Meeting~~obtained by multiplying (A) the aggregate number of shares of Company Common Stock subject to ~~adopt~~such option immediately prior to the Effective Time by (B) the Merger Consideration, ~~Agreement~~less ~~Proposal~~any applicable tax withholding. Subject to certain exceptions, such RSU Cash Replacement Awards have the same terms and conditions (including with respect to vesting) as applied to the Company RSU Award for which they were exchanged.

~~For~~The ~~more~~foregoing ~~information~~description onof ~~each~~the ofMerger ~~these~~and ~~proposals~~the Merger Agreement, ~~see~~and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement which is attached as Exhibit 2.1 to the Company’s ~~definitive~~Current ~~proxy~~Report ~~statement~~on Form 8-K filed with the ~~U.S.~~ Securities and Exchange Commission (the “SEC”) on ~~January~~October 1630, ~~2024 (the~~2023 ~~“Proxy~~and ~~Statement”)~~incorporated herein by reference into this Item 2.01.

~~The~~Item ~~approval~~3.01 ofNotice ~~the Merger Agreement Proposal required the affirmative vote~~ of ~~the~~Delisting ~~holders~~or ofFailure atto ~~least~~Satisfy a ~~majority~~Continued ofListing ~~the~~Rule ~~voting~~or ~~power~~Standard; ofTransfer ~~the Shares present entitled to vote in accordance with the General Corporation Law~~ of ~~the State of Delaware~~Listing.

The ~~approval~~information ofset ~~the~~forth ~~Golden~~in ~~Parachute Proposal required~~ the ~~affirmative~~Introduction ~~vote~~ of ~~the~~this ~~holders~~Current ofReport aon ~~majority~~Form of8-K ~~the~~is ~~voting~~incorporated ~~power~~by ofreference ~~the Shares present~~ in ~~person~~this ~~or represented~~Item ~~by proxy at the virtual Special Meeting and entitled to vote thereon~~3.01.

~~The~~In ~~approval~~connection with the closing of the ~~Adjournment~~Merger, ~~Proposal~~the ~~required~~Company notified NASDAQ Stock Market (“Nasdaq”) that the ~~affirmative~~Merger ~~vote~~had been consummated and, as a result, trading of the ~~holders~~Company’s securities on Nasdaq has been halted prior to the opening of Nasdaq on the Closing Date. The Company requested Nasdaq to file with the SEC a ~~majority~~notification of removal from listing and registration on Form 25 with the ~~voting~~SEC ~~power~~to effect the delisting of the ~~Shares~~Company’s ~~present~~securities infrom ~~person~~Nasdaq orand ~~represented~~the byderegistration of the Company’s securities under Section 12(b) of the Securities Exchange ~~proxy~~Act atof 1934, as amended (the ~~virtual~~“Exchange ~~Special~~Act”). ~~Meeting~~The ~~and~~Company ~~entitled~~intends to ~~vote~~file ~~thereon,~~with ~~assuming~~the ~~that~~SEC a ~~quorum~~Form is15 ~~present~~suspending the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

~~For~~Item ~~each~~3.03 ofMaterial ~~the~~Modification ~~Merger Agreement Proposal, the Golden Parachute Proposal and the Adjournment Proposal, each record holder of Company Common Stock was entitled~~ to ~~one~~Rights ~~(1) vote for each outstanding share~~ of ~~Company~~Security ~~Common Stock owned of record on the Record Date~~Holders.

~~All~~The ~~three~~information ~~proposals~~set ~~were~~forth ~~approved~~in by the ~~requisite~~Introduction ~~vote~~and ofunder ~~the~~Item ~~Company’s stockholders~~2. ~~The final voting results for each proposal are described below.~~01 ~~Because the Merger Agreement~~ and ~~the~~Item ~~transactions~~5.03 ~~contemplated~~of ~~thereby,~~this ~~including~~Current ~~the~~Report ~~Merger,~~on ~~were~~Form ~~approved~~8-K ~~and~~is ~~adopted~~incorporated by ~~the~~reference ~~Company’s~~in ~~Stockholders,~~this Item ~~no adjournment to solicit additional proxies was necessary~~3.03.

~~(1)~~Item ~~Merger~~5.03 ~~Agreement~~Amendments ~~Proposal:~~to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

~~The~~At ~~total~~the ~~number~~Effective ofTime, (i) the ~~votes~~Company’s ~~(based~~certificate onof ~~the~~incorporation ~~voting~~was ~~power~~amended ofand ~~Shares~~restated ~~entitled~~in toits ~~vote~~entirety and (ii) the Company’s bylaws were amended and restated in their entirety, each in accordance with ~~respect~~the toterms of the Merger Agreement ~~Proposal~~and ~~were~~the ~~as follows:~~DGCL.

		For		Against		Abstain
		17,336,454		206,772		1,039

Copies of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.

~~(2)~~Item ~~Golden~~8.01 ~~Parachute~~Other ~~Proposal:~~Events.

~~The~~On ~~total~~February ~~number~~16, of2024, the ~~votes~~Company ~~(based~~issued ona ~~the~~press ~~voting~~release ~~power~~(the ~~of Shares entitled to vote~~“Press Release”) ~~with~~announcing ~~respect to~~ the ~~Golden~~closing ~~Parachute~~of ~~Proposal~~the ~~were as follows:~~Merger.

		For		Against		Abstain
		17,317,427		225,246		1,592

A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

(3) Adjournment Proposal:

The total number of the votes (based on the voting power of Shares entitled to vote) with respect to the Adjournment Proposal were as follows:

		For		Against		Abstain
		17,281,058		258,171		5,036

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of October 29, 2023, by and among PSC Echo Parent LLC, PSC Echo Merger Sub Inc. and Eargo, Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on October 30, 2023).
3.1		Amended and Restated Certificate of Incorporation of Eargo, Inc.
3.2		Amended and Restated Bylaws of Eargo, Inc.
99.1		Press Release, Dated February 16, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		~~EARGO, INC.~~	EARGO, INC.
Date: February 14, 2024	By:	/s/ William Brownie
Date:	February 16, 2024	By:	/s/ William Brownie
		~~William Brownie Interim Chief Executive Officer and Chief Operating Officer~~	William Brownie Interim Chief Executive Officer and Chief Operating Officer

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